February 24, 2009 (FinancialWire) -- Exar Corp. (NASDAQ: EXAR) said that it has agreed to acquire Hifn, Inc. (NASDAQ: HIFN) (Current Market Cap: US$35.23 Mil.) in an exchange offer, followed by a second step merger.

In the exchange offer, Hifn stockholders will be able to elect to receive either 0.3529 shares of Exar common stock and $1.60 in cash or $4 in cash. The exchange offer is subject to customary closing conditions, including the tender in the exchange offer by Hifn stockholders of shares representing at least a majority of the outstanding shares of Hifn common stock on a fully diluted basis, and is anticipated to close early in the second calendar quarter of 2009.

Al Sisto, chief executive officer and chairman of the board of directors of Hifn, will join the board of directors of Exar.

Fremont, California-based Exar offers semiconductor products designed to enable a range of applications such as portable devices, home media gateways, communications systems, and industrial automation equipment.

Los Gatos, California-based Hifn offers OEM products for storage and networking environments.

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