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Registration Statement for Mindspeed Technologies Spin-Off Declared Effective by SEC

Jun 09, 2003

NEWPORT BEACH, Calif., June 9, 2003 - Conexant Systems, Inc. (Nasdaq: CNXT), a worldwide leader in semiconductor system solutions for communications applications, today announced that the Securities and Exchange Commission (SEC) has declared effective the Mindspeed Technologies�, Inc. registration statement on Form 10. The SEC declaration allows Conexant to proceed with the tax-free spin-off of its Mindspeed Internet infrastructure business to Conexant shareholders. The spin-off will create two independent, publicly traded communications semiconductor companies, with the continuing Conexant comprised of its current Broadband Communications business segment.

As previously announced, the spin-off of Mindspeed is expected to occur on June 27, 2003. Mindspeed's shares have been approved for listing on the American Stock Exchange under the ticker symbol MND. Conexant will continue to trade on the Nasdaq exchange under the ticker symbol CNXT. In the spin-off, Conexant shareowners of record as of the close of business on June 20, 2003 will receive one share of Mindspeed common stock for every three shares of Conexant common stock owned. Completion of the spin-off is subject to satisfaction or waiver of certain conditions.

About Conexant

Conexant Systems, Inc., a worldwide leader in semiconductor system solutions for communications applications, leverages its expertise in mixed-signal processing to deliver integrated systems and semiconductor products through two separate businesses. The Broadband Communications business develops and delivers integrated semiconductor solutions that enable digital entertainment and information networks for the home and small office. Its product portfolio includes the building blocks required for bridging cable, satellite, and terrestrial data and digital video networks. Mindspeed Technologies�, the company's Internet infrastructure business, designs, develops and sells semiconductor networking solutions for communications applications in enterprise, access, metropolitan and wide area networks. Conexant is headquartered in Newport Beach, Calif. To learn more, visit us at http://www.conexant.com or http://www.mindspeed.com.

Safe Harbor Statement

This press release contains statements relating to future results of Conexant (including certain projections and business trends) that are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those projected as a result of certain risks and uncertainties. These risks and uncertainties include, but are not limited to: the cyclical nature of the semiconductor industry and the markets addressed by the company's and its customers' products; demand for and market acceptance of new and existing products; successful development of new products; the timing of new product introductions; the availability of manufacturing capacity; pricing pressures and other competitive factors; changes in product mix; product obsolescence; the ability to develop and implement new technologies and to obtain protection for the related intellectual property; the successful implementation of the company�s expense reduction and restructuring initiatives; the successful separation of the company�s Broadband Communications and Mindspeed Technologies� businesses; the ability to attract and retain qualified personnel; and the uncertainties of litigation, as well as other risks and uncertainties, including those detailed from time to time in the company's Securities and Exchange Commission filings. These forward-looking statements are made only as of the date hereof, and the company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

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