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Hillsboro, Ore.–April 21, 1999–Lattice Semiconductor Corp. (Hillsboro) and AdvancedMicro Devices (Sunnyvale, Calif.) announced a definitive agreement pursuant to whichLattice Semiconductor will acquire Vantis Corp., a wholly owned subsidiary of AMD, for$500 million in cash. The acquisition price includes the assumption of Vantis's net cashand cash equivalents, which are expected to be approximately $60 million at closing. Theacquisition will be financed through a combination of cash on hand, bank borrowings andother sources of financing. AMD and Lattice will make a mutual 338(h)10 tax election thatwill allow acquisition-related goodwill to be tax deductible for Lattice. Completion ofthis transaction is subject to regulatory approval and other customary closingconditions.

Lattice anticipates completing the acquisition before the end of its second fiscalquarter ending September 1999. The transaction will be accounted for as a purchase.Though the transaction will initially dilute Lattice's earning per share, Lattice expectsit to be accretive to the Company's cash earnings in calendar 2000. Upon completion ofthe transaction, Vantis will be a wholly owned subsidiary of Lattice. Based on pro formafinancial results for calendar 1998, the combined revenues of the two companies wouldhave been approximately $400 million.

Morgan Stanley Dean Witter served as financial advisor to Lattice in this transaction.Broadview Associates has provided a fairness opinion to Lattice, and Morgan Stanley DeanWitter and Donaldson Lufkin & Jenrette served as financial advisors to AMD.

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