SMSC Completes Acquisition of Gain Technology Corporation.

Business Editors

HAUPPAUGE, N.Y.--(BUSINESS WIRE)--June 4, 2002

Standard Microsystems Corporation (Nasdaq: SMSC)

Acquisition Adds Prolific Analog and Mixed-Signal Design Team and

Broadens SMSC's Connectivity Solutions Capabilities

Standard Microsystems Corporation (Nasdaq: SMSC), a leading provider of Real World Connectivity(TM) solutions for a broad range of high-speed communication and computing applications, announced today that it has completed its acquisition of Gain Technology Corporation (Gain), a designer, developer and supplier of high-performance analog and mixed-signal integrated circuits (IC's) and proprietary intellectual property cores.

The acquisition brings to SMSC a veteran analog and mixed-signal development team of 35 engineers and designers with an average of more than ten years experience.

"With our acquisition of Gain now complete, we have significantly enhanced our analog and mixed-signal capabilities," said Steven J. Bilodeau, Chairman, President and Chief Executive Officer of SMSC. "This acquisition will enable SMSC to further expand its breadth of state-of-the-art products serving both the PC and Embedded markets, accelerating penetration into a wide range of new market applications and enhancing opportunities for revenue growth."

Gain recently announced the GT3200, the first in a family of high-performance analog physical layer (PHY) and high-speed serial data communication IC's specifically designed for the new USB 2.0 standard. This stand-alone PHY is USB 2.0 Transceiver Macrocell Interface (UTMI) compliant and is the lowest-power solution available in the market today, enabling OEM's to provide the most efficient bus powered USB 2.0 product solutions. It is fully certified by the USB-IF consortium and complements SMSC's new line of Hi-Speed USB 2.0 products, which include the USB97C201 True Speed ATA/ATAPI/CF Bridge Controller for external disk drives and the USB97C210 Memory Card Controller for USB memory card readers.

Other products leveraging Gain's expertise will include RF Wireless and additional high-performance serial transceiver IC's, providing transport speeds exceeding multi-gigabits per second. These products will target the needs of system manufacturers designing next generation desktop and mobile PCs, servers, storage and media intensive peripheral applications including printers, scanners and digital cameras.

Under terms of the acquisition, SMSC's initial payment was approximately $34 million, about half in cash and the balance in shares of SMSC common stock. Additional payments of cash and SMSC common stock may be made to Gain stockholders in fiscal 2004 upon achievement of certain performance goals. The acquisition is expected to be accretive in the fourth quarter of ownership (first quarter of fiscal 2004) and is projected to contribute more than $20 million of revenue to SMSC's fiscal year 2004, which begins March 1, 2003.

About SMSC:

SMSC provides Real World Connectivity(TM) solutions for high-speed communication and computing applications. Leveraging a broad intellectual property portfolio and an extensive history in the design of the world's most preferred Advanced Input/Output products, SMSC delivers integrated hardware and software solutions to manage systems and connect peripherals in today's rapidly evolving computing architectures. SMSC works with industry leading OEMs to combine advanced digital, mixed-signal and analog functionality into Application Specific Standard Products.

The Company's Embedded Products connect people, machines and information. SMSC delivers integrated Ethernet and USB 2.0 solutions, along with a diverse range of other products, for network printers, set-top boxes, home gateway products, car navigation systems, cellular base stations, USB peripherals and more.

SMSC is based in Hauppauge, New York and maintains offices worldwide, including locations in North America, Asia, Europe and Japan. SMSC operates engineering design centers in San Jose, CA, Hauppauge, NY, Austin, TX, Tucson, AZ and Phoenix, AZ. More information about the Company is available on the World Wide Web at http://www.smsc.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:

This news release contains forward-looking statements regarding the impact of the acquisition on SMSC's operating results, future market demand and acceptance of SMSC's and Gain's products, and development of new business and products of the combined company which involve risks and uncertainties. These statements can be identified by use of the words "will," "plan," "expect," "estimate" and similar phrases. The forward-looking statements are not guarantees, and actual future results may vary materially from those discussed herein. Factors that may cause such differences include, but are not limited to, risks involving SMSC's ability to successfully combine the operations of the two companies; to manage the development, production, and marketing of new products intended to be introduced by the combined companies; or generally to succeed in markets new to SMSC, against competitors with greater resources and market experience than the combined companies; and the other risks detailed from time to time in SMSC's periodic reports filed with the Securities and Exchange Commission, including but not limited to its annual report on Form 10-K for the fiscal year ended February 28, 2002.

Standard Microsystems is a registered trademark, and SMSC and Real World Connectivity are trademarks of Standard Microsystems Corporation. Product names and company names are trademarks of their respective holders.