IDT and ICS Announce Plan to Merge; $1.7 Billion Transaction Represents Opportunity to Grow Market, Improve Efficiencies

Integrated Device Technology, Inc. ("IDT")(Nasdaq:IDTI)
and Integrated Circuit Systems, Inc. ("ICS")(Nasdaq:ICST) today
announced the signing of a definitive agreement to combine the two
companies in a strategic merger. The parties believe that the merger
will allow the combined company to increase its ability to service the
requirements of its customers and will provide a platform for growth
within the communications, computing, and consumer markets.
   Under the terms of the merger agreement, which has been
unanimously approved by the boards of directors of both companies, ICS
stockholders will receive 1.300 shares of IDT common stock and $7.25
of cash for each share of ICS stock. Based on closing prices as of
June 15, 2005, this total consideration values ICS at approximately
$1.7 billion or $23.54 per share.
   "IDT has established a solid reputation for developing vital
semiconductor solutions targeting various communications
infrastructure applications, including wireline, wireless and
enterprise," said Greg Lang, IDT president and chief executive
officer. "Likewise, ICS has excelled in providing timing technology to
consumer, PC and DIMM customers. We believe that the merger will
enable customers to benefit from a stronger company with a diverse
product portfolio and enhanced resources. The merged company will have
an outstanding base of technology, customers and talent to pursue
growth opportunities in communications, computing, and consumer market
segments. Combining our resources will allow us to pursue these
opportunities more effectively than we could as separate entities."
   "From a financial perspective, the transaction will be accretive
to IDT's fiscal year 2007 earnings per share," Lang continued. "IDT's
existing manufacturing infrastructure is an excellent fit to the
products and roadmap of ICS; we believe that capturing related
efficiencies will allow the combined company to increase its ability
to deliver innovative solutions to its customers as well as value to
its stockholders."
   "Combining IDT with ICS will allow us to complement our strength
in timing devices for consumer and computing customers with IDT's
leadership in a wide range of communications products," said Hock Tan,
president and chief executive officer of ICS. "IDT's track record of
solutions support and its position and technology in the
communications market, are a good complement to our timing and circuit
expertise. I am confident that the merged company will deliver
superior solutions to our customers and value for our stockholders
than either company could independently."

   About the Combined Company

   Lang will serve as president and chief executive officer of the
combined company and Tan will assume the role of chairman of the board
of the combined company, with an executive role in the integration of
ICS with IDT. The board of directors of the combined company will have
nine members, with IDT designating five directors, including Lang, and
ICS designating four directors, including Tan.
   For the twelve months ending March 31, 2005, the combined company
had revenues of approximately $645 million and generated $86 million
in cash flow. The combined company will retain the IDT name and its
stock will continue to trade on the NASDAQ national market under the
ticker symbol "IDTI". The merged company will be headquartered in San
Jose, Calif.

   About the Transaction

   Based on the most recent capitalization, current IDT stockholders
will own approximately 54 percent and current ICS stockholders will
own approximately 46 percent of the combined company. The transaction
is subject to customary closing conditions, including shareholder and
regulatory approvals, and is expected to be completed in the fall of
2005. IDT and ICS directors and executive officers have entered into
voting agreements pursuant to which they have agreed to vote their
shares in favor of the transaction.
   Morgan Stanley is acting as financial advisor to IDT and Latham &
Watkins LLP is acting as legal advisor to IDT with regard to the
transaction. Lehman Brothers and Piper Jaffray acted as financial
advisor to ICS and Kirkland & Ellis LLP is acting as legal advisor to
ICS with regard to the transaction.

   Webcast and Conference Call Information

   The IDT and ICS merger conference call will take place on June 16,
2005, at 9:00 a.m. EDT. To listen to the conference call via
telephone, please call 888-423-3281 (domestic) or 612-332-0802
(international). To listen via the Internet, please visit www.IDT.com.
Playback of the conference call will be available June 16, 9:30 AM
PDT, and ends on June 23, 2005 at midnite, by calling 800-475-6701
domestically, or 320-365-3844 internationally; use access code:
786166.

   About IDT

   IDT is a global leader in semiconductor solutions for advanced
network services. IDT serves communications equipment vendors by
applying its advanced hardware, software and memory technologies to
create flexible, highly integrated products that enhance the
functionality and processing of network equipment. IDT accelerates
innovation with products such as network search engines (NSEs),
flow-control management (FCM) ICs and its commitment to and products
for standards-based serial switching. The portfolio also comprises
products optimized for communications applications, including telecom
products, FIFOs, multi-ports, and timing solutions. In addition, the
product mix includes high-performance digital logic and high-speed
SRAMs to meet the requirements of leading communications companies.

   About ICS

   ICS is a world leader in the design, development, and marketing of
silicon timing devices for communications, networking, computing, and
digital multimedia applications. The company is headquartered in
Norristown, PA, with key facilities in San Jose, CA; Tempe, AZ;
Worcester, MA; and Singapore. For more information, visit the
company's web site at: http://www.icst.com.

   Safe Harbor Statement

   This release contains, in addition to statements of historical
fact, certain forward-looking statements. These forward-looking
statements relate to the proposed merger and the combined company and
involve risk and uncertainty. Actual results could differ from those
currently anticipated due to a number of factors, including those
mentioned in documents filed with the SEC by both IDT and ICS.
Forward-looking statements are based on information available to
management at the time, and they involve judgments and estimates.
There can be no assurance as to the timing of the closing of the
merger, or whether the merger will close at all, or that the expected
synergies and cost savings will be realized. Factors that could cause
results to differ from expectations include: the ability to obtain
governmental approvals of the transaction on the proposed terms and
schedule; the failure of IDT and ICS stockholders to approve the
transaction; the risk that the businesses will not be integrated
successfully; the risk that the cost savings and any other synergies
from the transaction may not be fully realized or may take longer to
realize than expected; disruption from the transaction making it more
difficult to maintain relationships with customers, employees or
suppliers; transaction costs; the level of market demand for the
products of the companies; competitive pressures; economic conditions
in the U.S. and other countries where the companies operate;
information technology spending; technological obsolescence; industry
competition; and other specific factors discussed in IDT's and ICS's
most recent Annual Reports on Form 10-K and IDT's and ICS's Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K. IDT and ICS
assume no responsibility to update any forward-looking statements as a
result of new information or future developments.

   Participants in the Transaction

   IDT, ICS and their respective executive officers and directors may
be deemed to be participants in the solicitation of proxies from their
respective stockholders with respect to the proposed transaction.
Information about the directors and executive officers of IDT and
their ownership of IDT shares is set forth in the proxy statement for
IDT's 2004 annual meeting of stockholders. Information about the
directors and executive officers of ICS and their ownership of ICS
stock is set forth in the proxy statement for ICS's 2004 annual
meeting of stockholders. Investors may obtain additional information
regarding the interests of such participants by reading the joint
proxy statement/prospectus when it becomes available.
   This communication shall not constitute an offer to sell or the
solicitation of an offer to buy securities, nor shall there by any
sale of securities in any jurisdiction in which such solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of such jurisdiction.

   Additional Information and Where To Find It

   IDT and ICS intend to file a registration statement on Form S-4
containing a joint proxy statement/prospectus in connection with the
transaction. Investors and security holders are urged to read these
filings when they become available because they will contain important
information about the transaction described herein. Investors and
security holders may obtain free copies of these documents (when they
are available) and other documents filed with the Securities and
Exchange Commission at the Securities and Exchange Commission's web
site at www.sec.gov. In addition, investors and security holders may
obtain free copies of the documents filed with the Securities and
Exchange Commission by IDT by contacting IDT Investor Relations.
Investors and security holders may obtain free copies of the documents
filed by ICS by contacting ICS Investor Relations.