Intersil Corp., a global leader in the development and manufacture of high performance analog semiconductors, whose product lines encompass power management and signal processing, announced entry into a definitive agreement yesterday for Intersil to acquire Techwell, Inc. (TWLL), the fabled semiconductor company specializing in mixed signal video for security and automotive applications.

Intersil will finance a cash tender offer for Techwell at the share price of $18.50, via a financing condition-free commitment from Morgan Stanley Senior Funding, Inc. of $390M.

Expected to close during ISIL’s 2Q 2010, the acquisition’s terms were unanimously approved by TWLL’s board of directors, which has encouraged shareholders to tender their shares into the offer to meet the 50% requirement, 23% of which has already been pledged for tender by TWLL directors and executives.

Techwell is an innovative company with more than 200 employees in leading markets throughout the US and Asia, and is esteemed for products that enable complex digital video processing and analog signal conversion, like industrial DVR’s, multiplexers, automotive front consoles, and rear set LCD displays.

President and CEO of ISIL, Dave Bell, hailed the supplemental nature of Techwell’s infrastructure and product lines, saying they would be instrumental in allowing the Company to secure its leadership position in two high growth markets.

Bell also noted that the addition of mixed signal video products would enhance customer’s solutions while allowing the Company to massively increase its overall industrial profile, which is projected to swell to 31% of revenue, making it ISIL’s largest segment.

President and CEO of TWLL, Hiro Kozato, expressed his excitement over joining the Intersil family, saying of the combination that it would help TWLL deliver a much broader offering in its end markets while opening up new venues and opportunities through ISIL’s customer network.

Intersil will have Morgan Stanley serve as its financial advisor, with Dechert LLP filling the role of legal counsel, and TWLL’s financial advising will be handled by Deutsche Bank Securities Inc., with legal counsel provided by Pillsbury, Winthrop, Shaw and Pittman.

A conference call discussing details of the agreement, hosted by Bell, was held yesterday and is available at ISIL’s corporate website.