EXAR CORP

expiry = 2005-08-23...TION OFFER TO PURCHASE FOR CASH UP TO 7,058,823 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $17.00 NOR LESS THAN $15.00 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY, AUGUST 23, 2005 UNLESS THE OFFER IS EXTENDED Exar Corporation (“Exar”, the “Company”, “we” or “us”) hereby offers to purchase up to 7,058,823 shares of its common stock, par value $0.0001 per share (the “Shares”), at a purchase price of not greater than $...

listed = True...rchase additional Shares pursuant to the Offer, subject to applicable law. See Sections 1 and 14. The Offer is not conditioned on any minimum number of Shares being tendered. The Offer is, however, subject to other conditions. See Sections 5 and 7. The Shares are listed on the Nasdaq National Market (“Nasdaq”) and trade under the symbol “EXAR.” On July 18, 2005, the last full trading day before the announcement of the Offer, the last reported sale price of the Shares was $15.83 per Share. Stockholders are urged to obtain current market quotations for the Shares before deciding whether to tender their Shares pursuant to the Offer. See...

mechanism = DUTCH...on, to purchase additional Shares pursuant to the Offer, subject to applicable law. See Sections 1 and 14. What will be the purchase price for the Shares and what will be the form of payment? • We are conducting the Offer through a procedure commonly called a modified “Dutch Auction.” This procedure allows you to select the price within a price range specified by us at which you are willing to i Table of Contents sell your Shares pursuant to the Offer. The price range for the Offer is $15.00 to $17.00 per Share. See Section 1. • We will select the lowest price per Share (the “Purchase Price”) that will allow us to b...

mechanism = DUTCH...s: Ronald W. Guire, Exec. Vice President, Chief Financial Officer Thomas R. Melendrez, Sr. Vice President, Secretary (510) 668-7000 Jamie S. Moser, Director, Joele Frank, Wilkinson Brimmer Katcher (212) 355-4449 EXAR CORPORATION ANNOUNCES FINAL RESULTS OF ITS MODIFIED DUTCH AUCTION SELF TENDER OFFER Fremont, California, August 30, 2005 – Exar Corporation (NASDAQ: EXAR), a leading provider of high-performance, mixed-signal silicon solutions for the worldwide communications infrastructure, announced the final results of its modified Dutch Auction self tender offer, which expired on Tuesday, August 23, 2005 at 5:00 p....

must_tender_all = True...ittal tenders Shares at different prices; however, absent a notice of withdrawal, subsequent Letters of Transmittal do not revoke prior Letters of Transmittal. Stockholders may contact the Depositary for additional instructions. In addition, “odd lot holders” who tender all of their Shares must complete the section captioned “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, to qualify for the preferential treatment available to “odd lot holders” as set forth in Section 1 of this Offer to Purchase. Stockholders holding their Shares in a brokerage account or otherwise through a...

price = USD 15.0-17.0...on.” This procedure allows you to select the price within a price range specified by us at which you are willing to i Table of Contents sell your Shares pursuant to the Offer. The price range for the Offer is $15.00 to $17.00 per Share. See Section 1. • We will select the lowest price per Share (the “Purchase Price”) that will allow us to buy 7,058,823 Shares, or if fewer Shares are properly tendered, all Shares that are properly tendered an...

price = USD 16.25-17.0...,177 shares to be purchased pursuant to Exar’s right to purchase up to an additional 2% of its outstanding shares without extending the tender offer. All shares tendered at prices between $16.25 and $17.00 per share will be returned promptly to shareholders by the depositary. In addition, based on the final count, 2,186,629 of the shares (including 261,640 shares subject to conditional offers which were not accepted due to the spec...

threshold = 100...perly withdrawn such Shares prior to the Expiration Date. Odd Lots. For purposes of the Offer, the term “odd lots” means all Shares properly tendered at prices at or below the Purchase Price held by a stockholder, which we refer to as an “odd lot holder,” who owns beneficially or of record an aggregate of fewer than 100 Shares and so certifies in the appropriate place on the related Letter of Transmittal. To qualify for this preference, an “odd lot holder” must tender all Shares owned beneficially or of record by the “odd lot holder” in accordance with the procedures described in Section 3. As set forth above, “odd lots” will be accepted for payment before pro...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 dex99a1a.htm OFFER TO PURCHASE Offer to Purchase Table of Contents Exhibit (a)(1)(A) EXAR CORPORATION OFFER TO PURCHASE FOR CASH UP TO 7,058,823 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $17.00 NOR LESS THAN $15.00 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY, AUGUST 23, 2005...

txn_type = TENDER_OFFER...ce President, Chief Financial Officer Thomas R. Melendrez, Sr. Vice President, Secretary (510) 668-7000 Jamie S. Moser, Director, Joele Frank, Wilkinson Brimmer Katcher (212) 355-4449 EXAR CORPORATION ANNOUNCES FINAL RESULTS OF ITS MODIFIED DUTCH AUCTION SELF TENDER OFFER Fremont, California, August 30, 2005 – Exar Corporation (NASDAQ: EXAR), a leading provider of high-performance, mixed-signal silicon solutions for the worldwide communications infrastructure, announced the final results of its modified Dutch Auction self tender offer, which expired on Tuesday, August 23, 2005 at 5:00 p.m. New York City t...