TWLL Techwell (MM)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

Techwell, Inc.
(Name of Subject Company)

Techwell, Inc.
(Name of Person(s) Filing Statement)

Common Stock, par value $0.001 per share
(Title of Class of Securities)

87874D 10 1
(CUSIP Number of Class of Securities)

Fumihiro Kozato
President and Chief Executive Officer
Techwell, Inc.
408 E. Plumeria Drive, San Jose, California 95134
(408) 435-3888
(Name, Address, and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)

With Copies to:
Jorge del Calvo, Esq.
James J. Masetti, Esq.
Pillsbury Winthrop Shaw Pittman LLP
2475 Hanover Street
Palo Alto, CA 94304
(650) 233-4500

o

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

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Item 1.    Subject Company Information.

Name and Address.

        The name of the subject company to which this Solicitation/ Recommendation Statement on Schedule 14D-9, together with any Exhibits or Annexes hereto (this " Schedule 14D-9 "), relates is Techwell, Inc., a Delaware corporation (" Techwell " or the " Company "). The address of the principal executive offices of the Company is 408 E. Plumeria Drive San Jose, California 95134. The telephone number for Techwell at that address is (408) 435-3888.

Securities.

        The title of the class of equity securities to which this Schedule 14D-9 relates is the common stock, par value $0.001 per share, of the Company (the " Common Stock ") and the associated Series A Participating Preferred Stock Purchase Rights (the " Company Rights " and together with the Common Stock, the " Shares "). As of the close of business on February 28, 2010, there were (i) 22,133,012 shares of Common Stock issued and outstanding, (ii) 1,317,155 Shares outstanding in the form of restricted shares issued under restricted stock awards granted under the Company's stock plans, and (iii) 1,161,101 Shares issuable upon the exercise of outstanding options which vest on or before July 20, 2010.

Item 2.    Identity and Background of Filing Person.

Name and Address.

        The name, business address and business telephone number of the Company, which is the person filing this Schedule 14D-9, are set forth in Item 1 above under the heading "Name and Address." The Company's website address is www.techwellinc.com. The information on the Company's website should not be considered part of this statement.

Tender Offer.

        This Schedule 14D-9 relates to a tender offer by Navajo Merger Sub, Inc., a Delaware corporation (" Purchaser ") and an indirect, wholly-owned subsidiary of Intersil Corporation, a Delaware corporation (" Intersil "), disclosed in a Tender Offer Statement on Schedule TO, dated March 30, 2010 (as amended or supplemented from time to time, the " Schedule TO "), to purchase all of the outstanding Shares at a purchase price of $18.50 per share (such price, or any higher per Share price paid in the Offer, the " Per Share Amount "), net to the seller in cash, without interest, and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 30, 2010 (as amended or supplemented from time to time, the " Offer to Purchase "), and in the related Letter of Transmittal (as amended or supplemented from time to time, the " Letter of Transmittal ," which together with the Offer to Purchase constitute the " Offer "). The Schedule TO was filed with the Securities and Exchange Commission (the " SEC ") on March 30, 2010. Copies of the Offer to Purchase and Letter of Transmittal are filed as Exhibits (a)(1)(i) and (a)(1)(ii) hereto, respectively, and are incorporated herein by reference.

        The Offer is being made pursuant to an Agreement and Plan of Merger entered into on March 22, 2010, by and among Intersil, Purchaser and Techwell (as such agreement may be amended from time to time, the " Merger Agreement "). The Merger Agreement provides, among other things, for the making of the Offer and also provides that following the consummation of the Offer and subject to certain conditions, the Purchaser will be merged with and into the Company (the " Merger ") with the Company continuing as the surviving corporation and an indirect, wholly-owned subsidiary of Intersil. Each Share outstanding immediately prior to the effective time of the Merger (the " Effective Time ") (other than Shares held in the treasury of the Company and Shares owned by Intersil or the Purchaser or direct or

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indirect wholly-owned subsidiaries of Intersil or the Company, all of which will be cancelled and extinguished, and any Shares held by stockholders who validly exercise appraisal rights under Delaware law) will be converted in the Merger into the right to receive an amount in cash equal to $18.50 or any higher per Share price paid in the Offer, without interest thereon and less any applicable withholding or stock transfer taxes. A copy of the Merger Agreement is filed as Exhibit (e)(1) hereto and is incorporated herein by reference. A copy of the Merger Agreement and Schedule TO may also be found at www.techwellinc.com by clicking on "Investor Relations" and then "SEC Filings."

        As set forth in the Schedule TO, the address of the principal executive offices of Intersil and Purchaser is 1001 Murphy Ranch Road, Suite 1, Milpitas, California 95035 and the telephone number is (408) 432-8888.

Item 3.    Past Contacts, Transactions, Negotiations and Agreements.

        Except as set forth below in this Item 3 or Item 4, including in the Information Statement of the Company attached to this Schedule 14D-9 as Annex I hereto, which is incorporated by reference herein (the " Information Statement "), as of the date hereof, there are no material agreements, arrangements or understandings or any actual or potential conflicts of interest between the Company or its affiliates, and (1) its executive officers, directors or affiliates; or (2) Intersil, Purchaser or their respective executive officers, directors or affiliates. The Information Statement is being furnished to the Company's stockholders pursuant to Section 14(f) of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), and Rule 14f-1 promulgated under the Exchange Act in connection with the right of Intersil and Purchaser pursuant to the Merger Agreement to designate a certain number of persons to the board of directors of the Company (the " Techwell Board ") following acceptance for payment of shares of Common Stock pursuant to and subject to the conditions of the Offer (such time hereinafter referred to as the " Offer Closing ").

(a)   Arrangements with Current Executive Officers and Directors of the Company.

Information Statement

        Certain agreements, arrangements or understandings between the Company or its affiliates and certain of its directors, executive officers and affiliates are described in the Information Statement.

        In the case of each plan or agreement discussed below or in the Information Statement to which the term "change of control" applies, unless otherwise stated, the consummation of the Offer would constitute a change of control.

Interests of Certain Persons

        Certain members of management and the Techwell Board may be deemed to have interests in the transactions contemplated by the Merger Agreement that are different from or in addition to their interests as Company stockholders generally. The Techwell Board was aware of these interests and considered them, among other matters, in approving the Merger Agreement and the transactions contemplated thereby.

Effect of the Offer and the Merger on Stock Options and Restricted Shares Granted under the Company's Stock Incentive Plans to Executive Officers and Outside Directors

Stock Options

        As of the Effective Time, each option to purchase Shares that was granted under the Company's equity-based compensation plans (collectively, the " Company Options "), to the extent vested and exercisable as of the Effective Time (after application of any automatic vesting that occurs on or prior to the Effective Time), will be cancelled in exchange for a payment (less applicable withholding taxes) equal to the product of (A) the amount by which the Per Share Amount exceeds the per share exercise

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price of such Company Option and (B) the number of Shares with respect to which such Company Option is vested and exercisable as of the Effective Time. To the extent that any Company Options are vested and exercisable as of the Effective Time (after application of any automatic vesting that occurs on or prior to the Effective Time), but the per share exercise price of such Company Options is greater than or equal to the Per Share Amount, such Company Options shall be canceled with no consideration due to their holders.

        Company Options that are not vested and exercisable as of the Effective Time will be, at the Effective Time, converted into, or replaced with an option representing the right to acquire, on substantially the same terms and conditions as were applicable under such Company Option, the number of shares of Intersil common stock, par value $0.01 per share (" Intersil Common Stock ") (rounded down to the nearest whole share) determined by multiplying the number of Shares subject to such Company Option immediately prior to the Effective Time (and after giving effect to the cancellations pursuant to the paragraph above) by the Option Exchange Ratio, at an exercise price per share of Intersil Common Stock (rounded up to the nearest whole cent) equal to (A) the exercise price per Share purchasable pursuant to such Company Option divided by (B) the Option Exchange Ratio. The Option Exchange Ratio is defined as a fraction, the numerator of which is the Per Share Amount and the denominator of which is the average closing price per share of Intersil Common Stock on the NASDAQ Stock Market on the five trading days immediately preceding the date on which the Effective Time occurs.

        Company Options held by Fumihiro Kozato, the Company's President and Chief Executive Officer, Mark Voll, the Company's Vice President of Finance and Administration and Chief Financial Officer, Dr. Feng Kuo, the Company's Chief Technical Officer, Yojiro Kamei, the Company's Vice President, Operations, and Dongwook Nam, the Company's Vice President, Sales and Marketing will, become fully vested and exercisable upon the date that Purchaser accepts the Shares (such date is referred to herein as the " Acceptance Date ") for payment pursuant to the Merger Agreement. See the section below entitled, "Severance and Change-of-Control Agreements" for a discussion of these Company Options.

        Pursuant to the Company's 2006 Stock Incentive Plan, all unvested stock options held by outside directors will automatically become fully vested and exercisable upon the Acceptance Date. The table below shows, for each outside director as of March 15, 2010, the number of shares underlying vested and unvested option awards, the number of shares that accelerate upon the Acceptance Date, and the economic value of the accelerated option awards based on the difference between the applicable exercise price and the $18.50 price offered in the Offer:

Restricted Shares

        Each restricted share issued under a restricted award granted under the Company's equity based compensation plans (each, a " Company RSA ") will be exchanged at the Effective Time for a restricted stock award representing the right to receive, on substantially the same terms and conditions (including

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vesting) as were applicable to such Company RSA immediately prior to the Effective Time, the number of shares of Intersil Common Stock (rounded down to the nearest whole share) determined by multiplying the number of restricted shares subject to such Company RSA that are being exchanged by the Option Exchange Ratio. Company RSAs held by Messrs. Kamai, Kozato, Kuo, Nam and Voll will fully vest upon the Acceptance Date. See the section below entitled "Severance and Change-of-Control Agreements" for a discussion of these Company RSA's.

Employment Offer Letters

        Intersil has entered into letter agreements (" Offer Letters "), dated March 22, 2010, with each of Messrs. Kozato, Kuo, Kamei and Nam as well as Wen-Lung Chen (each, a " Key Employee "). The Offer Letters offer the Key Employees continued employment with the Company, effective as of the Acceptance Date, at the base salaries set forth below. The Offer Letters also provide for an annual target bonus for 2010 that is contingent upon the Company achieving specific goals and provide for pro-rata bonuses if the Key Employee does not remain employed with the Company through December 31, 2010. The 2010 annual target bonus (but not any pro-rata bonus in the event of a termination) will be reduced by the amount of the Merger Bonus (as defined below), if any, received by each Key Employee (the amounts shown in the table below do not reflect such reduction).

        Under the terms of the Offer Letters, the Key Employees may not own, manage, be employed by or otherwise connected to any business that competes with certain Techwell businesses for a period of two years beginning on the Acceptance Date with respect to Messrs. Kuo, Nam, Chen and Kamei and during the period beginning on the Acceptance Date and ending two years following a termination of employment in the case of Mr. Kozato. In addition, during each Key Employee's employment and for one year thereafter with respect to Messrs. Kuo, Nam, Chen and Kamei and two years thereafter with respect to Mr. Kozato, each Key Employee may not induce any person in the employment of Intersil, the Company or their affiliates to terminate their employment or accept employment with anyone other than Intersil. This summary is qualified in its entirety by reference to the Offer Letters, copies of which are filed as Exhibits (e)(7), (e)(8), (e)(9), (e)(10) and (e)(11) hereto and are incorporated herein by reference.

Severance and Change-of-Control Agreements

        With the exception of Mr. Chen, the Key Employees and Mr. Voll are also currently party to severance and change-of-control agreements with the Company, pursuant to which these Key Employees and Mark Voll are entitled to receive their annual base salaries, a pro-rata portion of their 2010 target bonuses, continued medical benefits for up to 12 months following termination and full vesting of all of their outstanding stock options and restricted share awards if their employment is terminated by the Company without cause or by the employee due to specified changes in his terms of employment, in either case, within 3 months prior to, or 12 months following a change-of-control of the

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Company in a transaction such as the Offer, subject to certain conditions. As a condition to Intersil's entry into the Merger Agreement, it required that these severance and change-of-control agreements be terminated. Under the terms of the Merger Agreement, the Key Employees who had been party to such agreements and Mr. Voll will be entitled to receive the following payments in cancellation of such agreements: (i) within 30 days after the Acceptance Date, a payment equal to 100% of such employee's annual base salary as in effect immediately prior to the Acceptance Date, (ii) within 30 days after the Acceptance Date, a pro-rata portion of such employee's 2010 target bonus, based on the number of days that have elapsed from January 1, 2010 through and including the Acceptance Date relative to the total number of days in the 2010 fiscal year (the " Merger Bonus ") and (iii) full vesting with respect to all of such employee's outstanding stock options and restricted share awards. The table below shows the payments to be made to each such individual with respect to items (i), (ii) and (iii) above.

        In the event these benefits constitute "parachute payments" within the meaning of Section 280G of the Code and would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (the " Excise Tax "), then the individual's benefits described in the table above shall be either: (i) delivered in full or (ii) delivered as to such lesser extent which would result in no portion of such benefits being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the individual on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Internal Revenue Code.

Director and Officer Exculpation, Indemnification and Insurance

        The Company has included in its restated certificate of incorporation (the " Charter "), a provision to eliminate the personal liability of its directors for monetary damages to the fullest extent permitted under Delaware law. In addition, the Charter and amended and restated bylaws of the Company (the " Bylaws ") provide that the Company is required to indemnify its directors and officers to the fullest extent not prohibited by the General Corporation Law of the State of Delaware ("the DGCL") or any other applicable law and must advance expenses incurred in defending a civil or criminal action, suit or proceeding to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he or she is or was a director or other officer of the Company, or is or was serving at the request of the Company as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefor.

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        Any amendment or repeal of these provisions requires the approval of the holders of shares representing at least two-thirds of the shares entitled to vote in the election of directors, voting as one class.

        The Company also has entered into indemnification agreements with each of its directors and executive officers requiring the Company to indemnify and hold harmless each of its directors and executive officers to the fullest extent authorized or permitted by the provisions of the Charter, Bylaws and the DGCL. These agreements provide that following a change of control, independent counsel, rather than the Company's directors or stockholders, is to determine whether the applicable conduct standard for entitlement to indemnification has been satisfied. This description of the indemnification agreements between the Company and each of its directors and executive officers is qualified in its entirety by reference to the form of indemnification agreement filed as Exhibit (e)(2) hereto, which is incorporated herein by reference.

        In addition, the Merger Agreement provides that from and after the Effective Time, Intersil will:

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to the fullest extent permitted by applicable law, and will cause the Purchaser to, following the Effective Time, honor all of the Company's obligations to indemnify and hold harmless each present and former director, officer and employee of the Company and its subsidiaries against any costs or expenses (including attorneys' fees), judgments, fines, losses, claims, damages, liabilities or amounts paid in settlement incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the extent that such obligations to indemnify and hold harmless exist on the date of the Merger Agreement (whether under the Company's certificate of incorporation or bylaws or any indemnification agreement between the Company and such Indemnified Party) or, if entered into after the date of the Merger Agreement in compliance with Section 5.1 of the Merger Agreement, at the Effective Time. Intersil's obligations under the foregoing sentence begin at the Effective Time and end on the date that is six years following the Effective Time; provided, that if, prior to the expiration of such six year period, an obligation of Intersil to indemnify and hold harmless an Indemnified Party has arisen and not been fully resolved, Intersil's obligations with respect thereto under the foregoing sentence shall continue under such matter is fully resolved;



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for a period of six years from the Effective Time, and shall cause the Purchaser and its subsidiaries to, cause the certificate of incorporation and bylaws (and other similar organizational documents) of the Company and its subsidiaries to contain provisions with respect to indemnification, advancement of expenses and exculpation that are at least as favorable to the indemnified parties as the indemnification, advancement of expenses and exculpation provisions contained in the certificate of incorporation and bylaws (or other similar organizational documents) of the Company and its subsidiaries immediately prior to the date of this Agreement, and such provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of individuals who were covered by such provisions, except as required by applicable law, and



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if, during the six-year period following the Effective Time, Intersil or the Company or any of its successors or assigns shall (A) consolidate with or merge into any other person or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (B) transfer all or substantially all of its properties and assets to any person or entity, then, and in each such case, proper provisions must be made so that the successors and assigns of Intersil or the Company, as the case may be, assume all of the obligations of Intersil and the Company set forth in this paragraph.

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        In addition, prior to the Acceptance Date, the Company may purchase "tail" officers' and directors' liability insurance policies, that by their terms shall survive the Merger and shall provide each Indemnified Party with coverage for six years following the Effective Time on terms and conditions no less favorable than the Company's existing directors' and officers' liability insurance (" Tail Policies "), provided that the aggregate premium for such Tail Policies shall not be greater than 200% of the annual premium paid by the Company for such existing insurance, and provided, further, that if 200% of the annual premium paid by the Company for such existing insurance is not sufficient to obtain such coverage, the Company may elect either (i) to spend up to that amount to purchase such lesser coverage as may be obtained with such amount or (ii) to request that Intersil purchase such Tail Policies, in which case Intersil shall do so. Such purchases shall not be subject to the 200% cap, but in any case of the purchase of the Tail Policies by Intersil or the Company, the Company shall reasonably cooperate with Intersil to obtain the highest quality policies at the lowest cost. Further, for a period of six years from the Effective Time, Intersil and the Surviving Corporation shall maintain such Tail Policies in full force and effect and continue to honor their respective obligations thereunder for the full term thereof.

Amendment to Rights Agreement

        On March 22, 2010, Techwell entered into an Amendment to Rights Agreement (the " Rights Agreement Amendment "), to amend that certain Rights Agreement dated as of August 4, 2009, with Computershare Trust Company, N.A., as " Rights Agen t" (the " Rights Agreement "), with the purpose and intent of exempting from the Rights Agreement the Merger Agreement. Pursuant to the Rights Agreement Amendment, (i) none of Parent or Purchaser or any of their respective affiliates or associates is deemed to be an "Acquiring Person" for purposes of the Rights Agreement by virtue of the Merger Agreement, the Offer, the Merger, the Tender Agreements, the other transactions contemplated by the Merger Agreement or a public announcement of any of the foregoing (collectively, the " Exempt Events "), (ii) none of a "Distribution Date," "Stock Acquisition Date" or "Triggering Event" shall be deemed to have occurred for purposes of the Rights Agreement by virtue of or as a result of the Exempt Events, (iii) Sections 11 and 13 of the Rights Agreement shall not apply to any Exempt Event, and no Exempt Event shall cause the Techwell Rights to be adjusted or exercisable as a result thereof, and (iv) the Rights Agreement will terminate and the Techwell Rights will expire immediately prior to the Effective Time of the Merger.

        A copy of the Rights Agreement Amendment is filed as Exhibit (e)(3) hereto and is incorporated herein by reference.

(b)   Arrangements with Intersil Corporation and Purchaser.

Merger Agreement

        The summary of the Merger Agreement contained in Section 11 of the Offer to Purchase and the description of the conditions of the Offer contained in Section 15 of the Offer to Purchase are incorporated herein by reference. Such summary and description are qualified in their entirety by reference to the Merger Agreement, which is filed as Exhibit (e)(1) hereto and is incorporated herein by reference.

        The representations and warranties included in the Merger Agreement were made by Techwell, Purchaser and Intersil for the benefit of each other for purposes of the Merger Agreement. These representations and warranties were made as of specific dates and are in some cases subject to important qualifications, limitations and supplemental information agreed to by Techwell, Purchaser and Intersil in connection with negotiating the terms of the Merger Agreement. In addition, the representations and warranties may have been included in the Merger Agreement for the purpose of allocating risk among Techwell, Purchaser and Intersil or establishing the circumstances in which

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Purchaser and Intersil are not obligated to close the Offer if the representations and warranties of Techwell prove to be untrue due to a change in circumstance or otherwise, rather than to establish matters as facts. Moreover, the representations and warranties may also be subject to a contractual standard of materiality or material adverse effect different from those generally applicable to stockholders, and information concerning the subject matter of such representations and warranties may change after the dates specified in the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures. The representations and warranties and other provisions of the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this document and the Offer to Purchase provided by Intersil and Purchaser for information regarding the parties. Although the representations and warranties in the Merger Agreement may not constitute the actual state of facts about the parties to the Merger Agreement as of a specific date, any specific material facts that qualify the representations and warranties in the Merger Agreement have been disclosed in this Schedule 14D-9 or in the information incorporated by reference herein, as applicable.

Cash Consideration Payable Pursuant to the Offer

        If the Company's outside directors and executive officers were to tender the shares of Common Stock they own for purchase pursuant to the Offer, as they committed to do pursuant to their individual Tender and Voting Agreements with Intersil (described below), they would receive the same cash consideration on the same terms and conditions as the other stockholders of the Company. The following table sets forth, as of March 15, 2010, for each outside director and executive officer of the Company, the cash consideration such individual would receive if such individual were to tender all of the shares of Common Stock (excluding restricted shares and the shares of Common Stock issuable pursuant to the exercise of Company stock options) owned by such individual.

Total Cash Payable upon the Acceptance Date

        The following table sets forth, as of March 15, 2010, the total cash payable to each director and executive officer of the Company if such individual were to tender all of the shares of Common Stock owned by such individual after taking into effect all equity award acceleration, payments due with

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respect to the Offer Letters and payments with respect to change-of-control arrangements, all of which are described in this Item 3.

Treatment of Techwell Equity Awards; Section 16 Matters

        The Merger Agreement provides that, at the Effective Time, Company Options and restricted shares will be treated as follows as further described above:

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Stock Options.   Effective as of the Effective Time, each vested and exercisable Company Option will be cancelled in exchange for a payment (less applicable withholding taxes) equal to the product of (A) the amount by which the Per Share Amount exceeds the per share exercise price of such Company Option and (B) the number of Shares with respect to which such Company Option is vested and exercisable as of the Effective Time. To the extent that any Company Options are vested and exercisable as of the Effective Time (after application of any automatic vesting that occurs on or prior to the Effective Time), but the per share exercise price of such Company Options is greater than or equal to the Per Share Amount, such Company Options shall be canceled with no consideration due to their holders.

Company Options that are not vested and exercisable as of the Effective Time will be, at the Effective Time converted into, or replaced with into an option representing the right to acquire, on substantially the same terms and conditions as were applicable under such Company Option, the number of shares of Intersil Common Stock (rounded down to the nearest whole share) determined by multiplying the number of Shares subject to such Company Option immediately prior to the Effective Time (and after giving effect to the cancellations pursuant to the paragraph above) by the Option Exchange Ratio, at an exercise price per share of Intersil Common Stock (rounded up to the nearest whole cent) equal to (A) the exercise price per Share purchasable pursuant to such Company Option divided by (B) the Option Exchange Ratio.

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Restricted Shares.   Each Company RSA will be exchanged at the Effective Time for a restricted stock award representing the right to receive, on substantially the same terms and conditions (including vesting) as were applicable to such Company RSA immediately prior to the Effective Time, the number of shares of Intersil Common Stock (rounded down to the nearest whole share) determined by multiplying the number of restricted shares subject to such RSA that are being exchanged by the Option Exchange Ratio.

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        As of March 15, 2010, the Company's executive officers and outside directors held:

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Stock options to purchase 1,402,092 shares of Common Stock in the aggregate, 1,086,986 of which were vested and exercisable as of that date, with exercise prices per share ranging from $0.45 to $14.0; and



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72,105 Company RSA's.

        On March 22, 2010, the Techwell Board adopted resolutions to cause any dispositions of shares, options to acquire shares or any other dispositions of equity securities of the Company (including derivative securities) in connection with the Merger by each individual who is subject to Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 under the Exchange Act.

Effect of the Offer on Employee Benefits

        Under the Merger Agreement, Intersil has agreed for a period of one year following the Merger to provide or cause to be provided to each continuing employee of the Company or its subsidiaries with benefits that are substantially similar in the aggregate to the benefits provided to similarly situated Intersil employees; provided, however, that Intersil will cause the Company to maintain its employee benefit plans through December 31, 2010, and continuing employees will be eligible to participate in such employee benefit plans in accordance with their applicable terms through December 31, 2010.

        In connection with the Merger, to the extent permitted by applicable law and the applicable employee benefit plans, Intersil has agreed to use commercially reasonable efforts so that employees of the Company and its subsidiaries as of the Effective Time receive credit for purposes of eligibility to participate and vesting for service (and solely with respect to severance and paid time off plans) with the Company and its subsidiaries (to the same extent such service credit was granted under the Company's benefit plans) under the comparable employee benefit plans, programs and policies of Intersil and its subsidiaries (including the Company after the Merger) in which such employees become participants.

Tender and Voting Agreement

        Concurrently with entering into the Merger Agreement, Intersil and the Purchaser entered into Tender and Voting Agreements (the " Tender Agreements ") with certain directors and principal stockholders of the Company (the " Tendering Stockholders "). Pursuant to the Tender Agreements, the Tendering Stockholders have agreed, among other things, to tender Shares held by them on the date of the Tender Agreement or acquired after that date to the Purchaser in the Offer and to vote such Shares in favor of the Merger. Based on information provided by the Tendering Stockholders, an aggregate of 4,985,176 Shares, representing approximately 20% of the outstanding Shares (calculated in the same manner as the Minimum Condition) as of February 28, 2010, will be tendered by the Tendering Stockholders in the Offer.

        Pursuant to the Tender Agreements, each Tendering Stockholder has agreed to tender and not to withdraw such Shares into the Offer no later than the fifth business day following commencement of the Offer (or, with respect to any Shares acquired after the date of the Tender Agreements, the later of such fifth business day or the fifth business day after acquisition of the Shares but in any event prior to the Expiration Date). Except as otherwise agreed to in writing by Intersil in advance, each Tendering Stockholder has also agreed that until the first to occur of the Effective Time or the date of the termination of the Merger Agreement in accordance with its terms, at any meeting of the Company stockholders, however called, or in connection with any written consent of the Company stockholders, the Tendering Stockholder will vote (or cause to be voted) such Shares:

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in favor of the adoption of the Merger Agreement and the approval of the terms thereof, the approval of the Merger and each of the other actions contemplated by the Merger Agreement and the Tender Agreements and any actions required in furtherance thereof; and

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•

against the following actions, agreements or transactions (other than the Merger and the transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries, (B) a sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries, or (C) (1) any change in a majority of the persons who constitute the Board of Directors of the Company, (2) any change in the present capitalization of the Company or any amendment of the certificate of incorporation or bylaws of the Company, (3) any other material change in the Company's corporate structure or business, or (4) any other action requiring the approval of the Company's Common Stockholders which, in the case of each of the matters referred to in clauses (C) (1), (2) or (3), is intended or could reasonably be expected to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or adversely affect the Merger or the other transactions contemplated by the Tender Agreement and the Merger Agreement.

        The Tender Agreements also restrict the transfer of the Tendering Stockholder's Covered Shares. The covenants and agreements to tender and vote the Tendering Stockholders' Covered Shares pursuant to the Tender Agreements will terminate upon the earlier of (i) the termination of the Offer prior to the Acceptance Date, (ii) the termination of the Merger Agreement or (iii) the Effective Time.

        This summary is qualified in its entirety by reference to the Form of Tender and Voting Agreement, a copy of which is filed as Exhibit (e)(6) hereto and is incorporated herein by reference.

Confidentiality Agreement.

        Intersil and the Company entered into a confidentiality letter agreement, dated January 7, 2010 (the " Confidentiality Agreement "), in connection with both parties' evaluation of a potential acquisition of the Company. Pursuant to the Confidentiality Agreement, subject to certain customary exceptions, Intersil agreed to keep confidential all non-public information received from the Company. Intersil also agreed that the non-public information furnished pursuant to the Confidentiality Agreement would be used solely for the purpose of evaluating and negotiating the potential transaction.

        In addition, Intersil agreed that for a period of three years from the date of the Confidentiality Agreement, except in connection with the potential acquisition, it will not and will not encourage or assist other to, without the prior written consent of the Company (i) propose or disclose an intent to propose any form of business combination, acquisition, restructuring, recapitalization or other similar transaction relating to the Company; (ii) acquire or offer, seek, propose or agree to acquire, directly or indirectly, by purchase or otherwise, any voting securities or assets or direct or indirect rights or options to acquire any voting securities or assets of the Company; (iii) make, or in any way participate, directly or indirectly, in any "solicitation" of any "proxy" to vote (as such terms are used in the proxy rules of the Security and Exchange Commission) or seek to advise or influence any person or entity with respect to the voting of any voting securities of the Company; (iv) form, join or in any way participate, directly or indirectly, in a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, with respect to any voting securities of the Company; (v) enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing; (vi) disclose any intention, plan or arrangement inconsistent with the foregoing; or (vii) request the Company, directly or indirectly, to amend or waive any provisions of this paragraph.

        Each of Intersil and the Company agreed that for a period of three years from the date of the Confidentiality Agreement, neither party will, directly or indirectly, solicit for employment or hire any employees of the other party or any of its subsidiaries with whom it has had contact or who became known to it in connection with the evaluation of a possible transaction involving the Company. However, the foregoing will not preclude either party from employee any such person who contacts it on his or her own initiative without any direct or indirect solicitation by, or encouragement (not

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including a general solicitation of employment not specifically directed towards employees of the other party) from, such party.

        This summary is qualified in its entirety by reference to the Confidentiality Agreement, a copy of which is filed as Exhibit (e)(7) hereto and is incorporated herein by reference.

Exclusivity Agreement

        Intersil and the Company entered into an Exclusivity Agreement, dated March 9, 2010 (the " Exclusivity Agreement "), which set forth the terms on which Intersil and the Company would agree to continue to engage in discussions regarding the potential acquisition of the Company. The Company agreed that, among other things, until March 16, 2010 (which date would be automatically extended for one additional seven day period if Intersil was working in good faith towards the execution of a definitive acquisition agreement consistent with the material terms proposed in the nonbinding term sheet presented to the Company on March 9, 2010), it would not, and would not permit any of its respective directors, officers, employees, agents (including financial and legal advisors) and other representatives to (i) directly or indirectly solicit, initiate, knowingly encourage or knowingly facilitate any proposal, offer or indication of interest (whether or not in writing) relating to an Acquisition Proposal or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish any information to, or otherwise cooperate in any way with, any person with respect to any Acquisition Proposal, other than in connection with the proposed acquisition transaction involving Intersil and the Company. For purposes of the Exclusivity Agreement, an "Acquisition Proposal" was defined to be (i) any direct or indirect acquisition or purchase of (A) assets or businesses that constitute twenty percent (20%) or more of the revenues, net income or assets of the Company or (B) beneficial ownership of twenty percent (20%) or more of any class of equity securities of the Company; (ii) any purchase or sale of, or tender offer or exchange offer for, equity securities of the Company that, if consummated, would result in any person beneficially owning twenty percent (20%) or more of any class of equity securities of the Company; or (iii) any merger, consolidation, business combination, recapitalization, liquidation, dissolution, joint venture, share exchange or similar transaction involving the Company, other than in connection with the proposed acquisition transaction involving Intersil and the Company.

        In addition, the Company undertook and agreed that it would not, and would not authorize nor knowingly permit its respective directors, officers, employees, agents (including financial and legal advisors) and other representatives to waive, terminate, modify or fail to enforce any provision of any contractual "standstill" or similar obligation of any person other than Intersil or its affiliates and would promptly advise Intersil of the receipt of any oral or written submissions with respect to an Acquisition Proposal, including a written summary of the material terms of such Acquisition Proposal The Company, however, was under no obligation to provide such written summary if it would cause the Company to violate a nondisclosure agreement to which the Company was a party as of the date of the Exclusivity Agreement.

        This summary is qualified in its entirety by reference to the Exclusivity Agreement, a copy of which is filed as Exhibit (e)(3) hereto and is incorporated herein by reference.

Representation on the Company's Board of Directors

        Pursuant to the terms of the Merger Agreement, promptly upon the acceptance for payment of, and payment by Intersil or Purchaser for, any shares of Common Stock pursuant to the Offer, Intersil or Purchaser shall be entitled to designate such number of members of the Techwell Board as, subject to the below proviso, will give Intersil representation equal to at least that number of directors, rounded up to the next whole number, which is the product of (1) the total number of directors (giving effect to any increase in the number of members of the Techwell Board as a result of the appointment of Intersil's designees) multiplied by (2) the percentage that (A) such number of shares of Common Stock so accepted for payment and paid for pursuant to the Offer bears to (B) the number of shares of

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Common Stock outstanding at the time that Purchaser purchases shares of Common Stock pursuant to the Offer, and the Company shall, at such time, cause such designees to be so elected; provided, that until the Effective Time, at least three independent directors will remain on the Techwell Board. As a result, Purchaser will have the ability to designate at least a majority of the Techwell Board following consummation of the Offer.

        After the election or appointment of the directors designated by Intersil to the Techwell Board and prior to the Effective Time, under the terms of the Merger Agreement, the affirmative vote of a majority of the independent directors of the Techwell Board is required to (i) amend or terminate the Merger Agreement on behalf of the Company; (ii) amend any organizational documents of the Company and its subsidiaries; (iii) extend the time for performance of Intersil's or the Purchaser's obligations or other acts under the Merger Agreement; (iv) exercise rights under the Merger Agreement by the Company; (v) waive any of the Company's rights under the Merger Agreement; or (vi) take any action adversely affecting the rights of the stockholders of the Company (other than Intersil or Purchaser).

        This summary is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit (e)(1) hereto and is incorporated herein by reference.

Item 4.    The Solicitation or Recommendation.

(a)  Recommendation.

        At a meeting held on March 22, 2010, the Techwell Board unanimously:

        (1)   approved and declared advisable the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement;

        (2)   declared that it is in the best interests of the Company's stockholders that the Company enter into the Merger Agreement and consummate the transactions contemplated by the Merger Agreement on the terms and subject to the conditions set forth in the Merger Agreement;

        (3)   declared that the terms of the Offer and the Merger are fair to the Company's stockholders; and

        (4)   recommended that the Company's stockholders accept the Offer, tender their shares of Company Common Stock pursuant to the Offer and, if required by applicable law, vote in favor of adoption of the Merger Agreement.

         Accordingly, the Techwell Board unanimously recommends that the holders of Common Stock accept the Offer, tender their shares of Common Stock pursuant to the Offer, and, if required by applicable law, vote in favor of adoption of the Merger Agreement.

        A copy of the letter to the Company's stockholders communicating the Techwell Board's recommendation is filed as Exhibit (a)(2)(i) hereto and is incorporated herein by reference.

(b)  Background and Reasons for the Recommendation.

Background of the Offer

Background of the Transaction

        The Techwell Board and management periodically review and assess the various business trends and competitive factors of its business, including its resources, cost structure, product strategy and overall market conditions. Additionally, Techwell's management periodically discusses with the Techwell Board a variety of alternatives, including, among other things, strategies to grow Techwell's business organically, redeploy cash on its balance sheet, pursue potential strategic acquisitions and dispositions, as well as a possible sale of Techwell.

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        In the early Spring of 2007, investment bankers contacted Rich Beyer, who was then the Chief Executive Officer of Intersil, and David Zinsner, who was then the Chief Financial Officer of Intersil, and provided a presentation of Techwell's business in an effort to determine whether Intersil would be interested in exploring the acquisition of Techwell. Intersil did not pursue substantive discussions with Techwell or its representatives following the presentation.

        On May 6, 2008, Techwell entered into a nondisclosure agreement with Company A as a result of Company A's request to explore a strategic transaction with Techwell.

        On May 19, 2008, representatives from Techwell and Company A met at Techwell's offices in San Jose, California for management presentations. This meeting included Fumihiro Kozato, Techwell's President and CEO, Mark Voll, Techwell's Vice President of Finance and Administration and Chief Financial Officer, and other members of Techwell's management team. Company A had a number of representatives present, including Company A's Executive Vice President.

        In August 2008, investment bankers contacted David Bell, Intersil's Chief Executive Officer, to determine whether Intersil had an interest in exploring the acquisition of Techwell. The bankers provided Intersil with publicly available information about Techwell. Following Intersil's review of this information, Intersil and Techwell entered into a nondisclosure agreement dated as of September 5, 2008, and held discussions regarding Intersil's potential acquisition of Techwell. As part of this process, Mr. Kozato and Mr. Voll met with Mr. Bell, other members of Intersil's senior management team, Intersil's acquisition consultant and Intersil's investment banker to discuss a possible acquisition transaction. As part of this process, Mr. Kozato and Mr. Voll made a presentation to Intersil about Techwell's business. Intersil did not pursue substantive discussions with Techwell following the presentation.

        On September 16, 2008, representatives from Techwell and Company A met at Techwell's offices in San Jose, California for management presentations. This meeting included Mr. Kozato, Mr. Voll and other members of Techwell's management team. Company A had a number of representatives present, including Company A's Chief Executive Officer. The companies exchanged information on their respective companies, discussed potential synergies between the two companies and potential terms being considered by Company A for an acquisition of Techwell by Company A.

        In the second half of 2008, representatives from Techwell and Company B held several meetings to discuss a potential acquisition of Techwell by Company B.

        On September 23, 2008, Company A submitted a nonbinding, preliminary indication of interest to pursue a strategic transaction to acquire 100% of the outstanding common stock of Techwell with an offer price in the range of $13.00 to $13.50 using a combination of cash and Company A stock. The consideration would consist of approximately 60% Company A stock and 40% cash, with the possibility of individual Techwell stockholders being allowed to elect the type of consideration to be received, subject to certain limitations, which were not specified. Company A requested a 45-day period of exclusivity in order for it to continue strategic discussions with Techwell. Techwell management informed Company A that its indication of interest, including its request for exclusivity, would be presented to the Techwell Board at a meeting scheduled for October 3, 2008. Prior to that meeting, management sent the Techwell Board a copy of the indication of interest from Company A, and Mr. Kozato discussed the proposal with individual members of the Techwell Board.

        At a meeting of the Techwell Board held on October 3, 2008, the Techwell management presented to the Techwell Board the terms of Company A's indication of interest and an overview of the status of Techwell's business and its prospects. A representative from Pillsbury Winthrop Shaw Pittman LLP ("Pillsbury"), Techwell's legal counsel, was present at this meeting. The representative from Pillsbury discussed the Techwell Board's fiduciary duties. Representatives from Deutsche Bank Securities Inc. ("Deutsche Bank") and another investment banking firm joined the meeting at different times and then made presentations to the Techwell Board regarding their qualifications to represent Techwell in any negotiations with Company A and their recommendations regarding next steps to be followed. A

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discussion followed. As part of this discussion, the Techwell Board considered the strategic alternatives available to Techwell and possible other strategic purchasers. The Techwell Board sought the view of Techwell's management and the investment banks which presented, as to whether the then current trading price of Techwell common stock was below its potentially realizable value. The Techwell Board also considered, among other things, Techwell's balance sheet position and the future opportunities in its operating business. At the end of this discussion, the Techwell Board did not accept Company A's request for exclusivity, authorized Techwell management to engage Deutsche Bank to serve as the Company's exclusive financial advisor to provide advisory and investment banking services with respect to the exploration of strategic alternatives that might lead to a possible acquisition transaction, did not accept the terms of Company A's indication of interest including the proposed offer price as the basis for a strategic transaction with Company A, but rather authorized management, with assistance from Deutsche Bank, to attempt to negotiate an improved set of terms, including price, and authorized Techwell's management, with assistance from Deutsche Bank, to explore other strategic alternatives.

        On October 7, 2008, Company A delivered a revised nonbinding indication of interest with a substantially lower offer price in the range of $9.80 and $10.80 per share and an increased percentage of consideration in Company A's stock. The consideration would consist of approximately 70% Company A stock and 30% cash, with the possibility of individual Techwell stockholders being allowed to elect the type of consideration to be received subject to certain limitations which were not specified. Company A also requested that Techwell agree to enter into exclusive negotiations with Company A for a 45-day period.

        On October 8, 2008, Techwell entered into a letter agreement with Deutsche Bank for it to serve as Techwell's exclusive advisor to provide investment banking and other advisory services with respect to the exploration of strategic alternatives that might lead to a possible acquisition transaction.

        From October 8 to October 12, 2008, various members of the Techwell Board engaged in conversations with Techwell's management about the decrease in offer price from Company A and the failure of Company A to increase its offer. Consistent with the Techwell Board's determination in its October 3, 2008 meeting, on October 13, 2008, Techwell sent a letter to Company A indicating that it was not interested in proceeding with discussions to be acquired by Company A unless Company A would significantly increase its offer price.

        On November 24, 2008, a representative from Deutsche Bank approached the chief executive officer of Company B to inquire if Company B had potential interest in acquiring Techwell.

        During the period between November 2008 and May 2009, Techwell's stock price traded consistently under $10.00 and as low as $4.92 per share, which the Techwell Board viewed as below its potentially realizable value and more reflective of general economic conditions than the execution of its own business objectives. As a result, Techwell did not engage in any formal discussions about a strategic transaction during this period.

        In April 2009, Techwell's stock price continued to reflect poor macroeconomic conditions. On April 15, 2009, the closing price per share of Techwell's common stock on the Nasdaq Global Select Market was $6.82 per share. The Techwell Board discussed the adoption of a stockholder rights plan at meetings held on April 15, 2009, April 28, 2009, June 17, 2009 and July 28, 2009. At each of these meetings, representatives from Pillsbury were in attendance and advised the Techwell Board of its fiduciary duties in evaluating the adoption of a stockholder rights plan. At a Techwell Board meeting on July 28, 2009, the Techwell Board adopted a stockholder rights plan, which in the Techwell Board's judgment was designed to enable all Techwell stockholders to realize the full value of their investment and to provide for fair and equal treatment for all stockholders in the event that an unsolicited attempt was made to acquire Techwell. The Techwell Board adopted the stockholder rights plan as a means to guard against abusive takeover tactics. The stockholder rights plan was entered into by Techwell and Computershare Trust Company N.A. on August 4, 2009.

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        On May 13, 2009, Mr. Kozato and Mr. Voll held a meeting with representatives from Company B, including its Chief Executive Officer, at Techwell's office in San Jose, California to exchange information about their respective companies and discuss a potential transaction with Company B.

        On May 16, 2009, a representative from Deutsche Bank had a follow-up discussion with the Chief Executive Officer of Company B to inquire if Company B had potential interest in acquiring Techwell at that time.

        On May 27, 2009, Mr. Kozato and Mr. Voll spoke telephonically with Company B's Chief Executive Officer to discuss a potential acquisition of Techwell by Company B.

        On October 27, 2009, at a regularly scheduled meeting of Techwell's Board, representatives of Deutsche Bank met with Techwell's Board and other members of Techwell's management to discuss strategic alternatives for Techwell, a preliminary valuation analysis and a potential process to solicit offers for Techwell. During this meeting, Deutsche Bank identified the most likely candidates to make an offer to purchase Techwell. A representative from Pillsbury was present at the meeting, and discussed the Board's fiduciary duties. Management made a presentation regarding the performance and prospects of Techwell's business. The Techwell Board authorized management to work with Deutsche Bank to present additional information to the Board about a sale process.

        On December 4, 2009, the Techwell Board met telephonically to discuss moving forward with a process to explore strategic alternatives. Techwell's management updated the Techwell Board on recent discussions with Deutsche Bank and also confirmed the list of potential candidates most likely to be interested in making an offer to purchase Techwell. The Techwell Board authorized management to work with Deutsche Bank to continue with an evaluation of strategic alternatives and to contact parties potentially interested in acquiring Techwell and who likely had the resources available to complete such a transaction, including those parties previously identified by Deutsche Bank at the Techwell Board meeting on October 27, 2009.

        On December 18, 2009, members of Techwell's management met with representatives from Deutsche Bank to discuss the current status of Techwell's business and began to develop a specific process to initiate communications with parties who were most likely to be interested in purchasing Techwell, including those parties previously discussed with the Techwell Board. Representatives from Deutsche Bank then contacted eleven companies to determine if there was interest in exploring a strategic transaction with Techwell. In some cases, these parties declined to initiate discussions or requested public information about Techwell, but ultimately determined not to proceed in discussions with Techwell. In other cases, representatives of Deutsche Bank facilitated management presentation meetings with potentially interested buyers, and communications with these potential buyers are described in more detail below.

        On January 4, 2010, Techwell entered into a nondisclosure agreement with Company C.

        On January 6, 2010, members of Techwell's management, including Mr. Kozato and Mr. Voll, met with representatives of Company C, including Company C's Chief Executive Officer and other members of its senior management team, to discuss Techwell's business and a potential acquisition of Techwell by Company C.

        On January 6, 2010, representatives from Deutsche Bank contacted Intersil's Chief Executive Officer, David Bell, to discuss Intersil's potential interest in exploring a strategic transaction with Techwell. Mr. Bell requested publicly available information about Techwell, a copy of a proposed nondisclosure agreement and that a meeting be scheduled between Techwell's management team and Intersil's management team.

        On January 6, 2010, representatives from Deutsche Bank contacted Company D's Chief Financial Officer, to discuss Company D's potential interest in exploring a strategic transaction with Techwell. Company D requested publicly available information about Techwell and indicated it would respond to Deutsche Bank with additional information about its level of interest.

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        On January 7, 2010, representatives from Deutsche Bank contacted Company E's Chief Financial Officer, to discuss Company E's potential interest in exploring a strategic transaction with Techwell. Company E requested publicly available information about Techwell, a copy of a proposed nondisclosure agreement and that a meeting be scheduled between Techwell's management team and Company E's management team.

        On January 7, 2010, representatives from Deutsche Bank contacted a member of Company A's management team, to discuss Company A's potential interest in once again exploring a strategic transaction with Techwell. Company A requested publicly available information about Techwell, a copy of a proposed nondisclosure agreement that Techwell was using in connection with its sale process and that a meeting be scheduled between Techwell's management team and Company A's management team.

        On January 8, 2010, Techwell entered into a nondisclosure agreement with Company A after negotiations as to the appropriate terms of such agreement.

        On January 21, 2010, Techwell entered into a nondisclosure agreement with Company E after negotiations as to the appropriate terms of such agreement.

        On January 25, 2010, Techwell entered into a new nondisclosure agreement, effective January 7, 2010, with Intersil.

        On January 25, 2010, representatives from Deutsche Bank and representatives from Company A's financial advisor held a telephonic meeting to discuss a potential transaction between Company A and Techwell.

        On January 26, 2010, representatives from Techwell, Deutsche Bank and Company E met at Deutsche Bank's offices in Menlo Park, California for management presentations. This meeting included Mr. Kozato and Mr. Voll from Techwell. Company E had a number of representatives present, including its Chief Executive Officer, Chief Financial Officer and other members of its senior management team. The companies exchanged information on their respective companies and discussed potential synergies between the two companies.

        On January 27, 2010, representatives from Deutsche Bank had a telephonic meeting with Company C's Chief Financial Officer to discuss Techwell's sale process. Company C continued to express interest in exploring a strategic transaction with Techwell.

        On January 28, 2010, representatives from Techwell, Deutsche Bank and Company A met at Deutsche Bank's offices in Menlo Park, California for management presentations. This meeting included Mr. Kozato and Mr. Voll from Techwell. Company A had a number of representatives present, including its Chief Executive Officer, Chief Financial Officer and other members of its senior management team. The companies exchanged information on their respective companies and discussed potential synergies between the two companies.

        On January 28, 2010, representatives from Deutsche Bank and representatives from Company C's financial advisor held a telephonic meeting to discuss a potential transaction between Company C and Techwell and the sale process undertaken by Techwell.

        On January 29, 2010, Company C sent a written indication of interest to Techwell, expressing an interest in acquiring Techwell and proposing as a next step proceeding with a due diligence review of Techwell on an exclusive basis. Company C did not provide an offer price or any indication of its valuation of Techwell in its written indication of interest.

        On February 1, 2010, Techwell entered into a nondisclosure agreement with Company D after negotiations as to the appropriate terms of such agreement.

        On February 3, 2010, representatives from Techwell, Deutsche Bank and Intersil met at Deutsche Bank's offices in Menlo Park, California for management presentations. This meeting included Mr. Kozato and Mr. Voll from Techwell. Intersil had a number of representatives present, including

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Mr. Bell, Jonathan Kennedy, its Chief Financial Officer, Susan Hardman, its Senior Vice President and General Manager, Analog & Mixed Signal, and Huilbert Verhoven, its Vice President and General Manager, High Speed Products. The companies exchanged information on their respective companies and discussed potential synergies between the two companies.

        On February 4, 2010, representatives from Deutsche Bank held a telephonic meeting with a representative from Company E, in which Company E informed Deutsche Bank that it was no longer interested in continuing discussions to acquire Techwell.

        On February 4, 2010, Techwell sent a letter to Company C rejecting Company C's request for an exclusivity period in which it could conduct its diligence review, and inviting Company C to contact Deutsche Bank regarding the continued exploration of an acquisition of Techwell.

        On February 5, 2010, representatives from Techwell, Deutsche Bank and Company A held a telephonic meeting to discuss additional technical information about Techwell.

        On February 9, 2010, Company B's Chief Executive Officer contacted a representative from Deutsche Bank to inquire about the Techwell sale process.

        On February 10, 2010, a representative from Deutsche Bank held a telephonic meeting with representatives of Company A's financial advisors to discuss timing related to Techwell's sale process.

        On February 10, 2010, Mr. Kozato held a telephonic meeting with a representative from Deutsche Bank to discuss Company B and its interest in acquiring Techwell.

        On February 11, 2010, representatives from Techwell, Deutsche Bank and Company D held a telephonic meeting during which Techwell's management presented information about Techwell to Company D. This meeting included Mr. Kozato and Mr. Voll from Techwell. Company D had a number of representatives present, including members of its management team.

        On February 12, 2010, representatives from Deustche Bank held a telephonic meeting with Mr. Bell and Mr. Kennedy to discuss the Techwell sale process.

        On February 12, 2010, representatives from Deutsche Bank held a telephonic meeting with representatives from Morgan Stanley & Co. Incorporated ("Morgan Stanley"), Intersil's financial advisor, to discuss Techwell's sale process.

        On February 15, 2010, Mr. Voll, representatives from Deutsche Bank and representatives from Company A's management team held a telephonic meeting during which Mr. Voll provided additional due diligence information to Company A.

        On February 16, 2010, Company B sent an email to a representative from Deutsche Bank indicating that Company B's Board of Directors had authorized Company B's management to explore an acquisition of Techwell.

        On February 24, 2010, a representative from Deutsche Bank and Company B's Chief Financial Officer held a telephonic meeting to discuss Techwell's sale process.

        On February 24, 2010, representatives from Deutsche Bank and representatives from Morgan Stanley held a telephonic meeting to discuss preliminary due diligence requests from Intersil.

        On February 25, 2010, representatives from Deutsche Bank and representatives from Company D held a telephonic meeting to discuss the timing of Company D's due diligence review of Techwell. Company D indicated that it needed an additional two to three weeks to complete its review and, if it were interested in pursuing a transaction with Techwell, it would be in a position to submit a nonbinding indication of interest by March 16, 2010.

        Representatives from Deutsche Bank contacted all interested bidders to solicit indications of interest no later than March 16, 2010.

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        On March 1, 2010, a representative from Deutsche Bank and a representative from Company B's financial advisor held a telephonic meeting to discuss Techwell's sale process. Also on March 1, 2010, Techwell entered into a nondisclosure agreement with Company B.

        On March 1, 2010, Mr. Kozato held a dinner meeting with Mr. Bell during which Mr. Bell presented a written nonbinding indication of interest to acquire Techwell in an all-cash transaction at a price of $15.50 per share. In its letter, Intersil proposed a brief period of exclusivity during which it would carry out confirmatory due diligence and negotiate a definitive acquisition agreement. Intersil also indicated that certain executive officers of Techwell to be identified by Intersil during its due diligence review would be required to enter into employment agreements containing noncompetition and nonsolicitation restrictions.

        On March 2, 2010, Mr. Voll, a representative from Deutsche Bank, representatives from Company A and Company A's financial advisors held a telephonic meeting during which Mr. Voll provided additional due diligence information about Techwell to Company A and its advisors.

        On March 2, 2010, representatives from Deutsche Bank and Morgan Stanley held a telephonic meeting during which the representatives discussed the indication of interest from Intersil. Representatives from Morgan Stanley conveyed that Intersil was evaluating other strategic acquisition opportunities that would preclude Intersil from acquiring Techwell as well, and that for Intersil to remain interested in pursuing an acquisition of Techwell, it required Techwell to respond by March 5, 2010 to Intersil's offer.

        On March 3, 2010, the Techwell Board met telephonically to discuss Intersil's indication of interest and Techwell's sale process. Representatives from Deutsche Bank and Pillsbury were present at the Board meeting. The representatives from Pillsbury discussed the fiduciary duties of the Board. The representatives from Deutsche Bank provided an update to the Techwell Board about the status of discussions with other interested parties and conveyed Intersil's request for a response by March 5, 2010. After discussion with management and its advisors, the Techwell Board determined that Intersil's statement that it was evaluating other strategic alternatives that would preclude an acquisition of Techwell was credible and determined how to proceed with Intersil and the other bidders. The Techwell Board scheduled another meeting for March 6, 2010 and authorized management to work with Deutsche Bank to solicit indications of interest from all potential buyers who remained interested in acquiring Techwell before such meeting and to notify Intersil that Techwell would not respond to Intersil's offer until March 6, 2010.

        On March 3, 2010, representatives from Techwell, Deutsche Bank, Company C and Company C's financial advisors met at Deutsche Bank's offices in Menlo Park, California for management presentations. This meeting included Mr. Kozato and Mr. Voll from Techwell. Company C had a number of representatives present, including its Chief Executive Officer, Chief Financial Officer and other members of its senior management team. The companies exchanged information on their respective companies and discussed potential synergies between the two companies.

        On March 3, 2010, representatives from Deutsche Bank contacted the financial advisors of Company A and Company C and a representative from Company D to request indications of interest be delivered on March 6, 2010 instead of March 16, 2010. Company D indicated that it would not be able to meet this date and refused to commit as to whether it would be submitting an indication of interest on March 16, 2010 (the original deadline).

        On March 4, 2010, representatives from Techwell, Deutsche Bank and Company B held a telephonic meeting during which Techwell's management presented information about Techwell to Company B. This meeting included Mr. Kozato and Mr. Voll from Techwell. Company B had a number of representatives present, including its Chief Executive Officer, Chief Financial Officer and members of its senior management team. Representatives from Deutsche Bank informed Company B that the

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next Techwell Board meeting was scheduled for March 6 and requested that Company B submit a revised indication of interest before such meeting.

        On March 4, 2010, Mr. Kozato, Mr. Voll, representatives from Deutsche Bank and representatives from Company D held a telephonic meeting during which Techwell provided additional diligence information to Company D.

        On March 4, 2010, representatives from Deutsche Bank and Company A's financial advisor held a telephonic meeting to discuss Techwell's request to receive indications of interest by March 6, 2010. Company A's financial advisors confirmed that Company A would submit an indication of interest before then.

        On March 4, 2010, representatives from Deutsche Bank and Morgan Stanley discussed the Techwell Board's request to delay Techwell's response to Intersil's indication of interest until March 10, 2010, so that the Techwell Board could meet and evaluate all other potential offers to acquire Techwell. Representatives from Morgan Stanley confirmed Intersil's willingness to wait until March 10, 2010 to reach an understanding with Techwell under which the parties could proceed with exclusive negotiations.

        On March 5, 2010, a representative from Deutsche Bank and Company B's Chief Financial Officer held a telephonic meeting to discuss the request that Company B submit its indication of interest to Techwell before the Techwell Board meeting on March 6, 2010. During this call, Company B's Chief Financial Officer confirmed that Company B would be submitting a non-binding written indication of interest that was likely to be $16.00 or more per share and the proposed consideration would likely consist of a combination of cash and stock. Company B's Chief Financial Officer indicated its written indication of interest was not likely to be delivered before March 6, 2010.

        On March 5, 2010, Techwell received a written nonbinding indication of interest from Company C to acquire Techwell for a price between $16.00 and $18.00 per share using a combination of cash and Company C stock. The proposed consideration would consist of between 50% and 60% of cash and the remainder in Company C stock. Company C expressed its willingness to proceed with its due diligence review of Techwell and negotiations of a definitive agreement without requiring Techwell to enter into an exclusivity agreement. Company C indicated that its proposal would require approval of Company C's stockholders in order to consummate the transaction. In addition, Company C indicated that it would require certain key employees of Techwell to enter into employment arrangements with Company C reasonably satisfactory to Company C, which employment arrangements would become effective upon the closing of the acquisition transaction.

        On March 6, 2010, Techwell received a written nonbinding indication of interest from Company A to acquire Techwell for a price of $16.28 per share in an all-cash transaction. Company A reserved the right to use up to $50 million worth of Company A stock as part of the consideration. Company A requested a 45-day period of exclusivity to continue discussions with Techwell.

        On March 6, 2010, the Techwell Board held a telephonic meeting to consider the indications of interest received from Intersil, Company A and Company C and the status of discussions with Company B and Company D. Mr. Voll and representatives from Deutsche Bank and Pillsbury were also in attendance. Representatives from Pillsbury described the Techwell Board's fiduciary duties in evaluating the indications of interest and considering the status of the Techwell sale process. Management discussed with the Techwell Board the status and prospects of Techwell. Representatives from Deutsche Bank provided a summary of the indications of interest received, described verbal communications with interested bidders regarding their indication of interests and reported on the current status of discussions with Company B and Company D. After discussions with management and its advisors, the Techwell Board determined how to proceed in communicating with the various bidders. In evaluating the requests from multiple bidders for a period of exclusivity, the Techwell Board took

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into account, among other things, that two of the three indications of interest had included such an arrangement as a condition to proceeding with further negotiations and the fact that the exclusivity arrangement would not stop other bidders from making any unsolicited, additional offers during the exclusivity period. While the Techwell Board recognized that it could not negotiate with an unsolicited bidder during the exclusivity period, it could consider any such unsolicited bid received in its deliberations as to whether to enter into a definitive agreement with any bidder that was granted exclusivity. The Techwell Board also noted that if a definitive agreement were entered into during the exclusivity period, it would contain a "fiduciary out" that would allow the Techwell Board to negotiate with unsolicited bidders any unsolicited bid it received thereafter under certain circumstances.

        The Techwell Board authorized Deutsche Bank to communicate with interested bidders that it wished to receive best offers from all bidders prior to the March 9 Techwell Board meeting, to indicate an offer price of $18.00 per share or more would be sufficient to allow Techwell to agree to enter into a limited exclusivity period to negotiate definitive terms, to notify all bidders that if the Techwell Board determined to move forward in discussing definitive terms with a bidder, the Techwell Board anticipated entering into a brief period of exclusivity with the party that offered the most attractive terms by the next Board meeting, and then scheduled another Techwell Board meeting for March 9, 2010. The Techwell Board also authorized management to work with Deutsche Bank to obtain a specific price (as opposed to a range) from Company C and to inform Company A that its requested 45-day exclusivity period was too long and would be rejected if it remained in any future offers.

        On March 6, 2010, representatives from Deutsche Bank and Morgan Stanley held a telephonic meeting to discuss Techwell's response to Intersil's indication of interest. The representatives from Deutsche Bank indicated that an offer price of $18.00 per share or more would be sufficient to allow Techwell to agree to enter into a limited exclusivity period to negotiate definitive terms, requested Intersil to resubmit an indication of interest with its best offer price by March 9, 2010 and indicated that the Techwell Board anticipated entering into a brief period of exclusivity with the bidder who offered the most attractive terms prior to the next Techwell Board meeting. Mr. Kozato had a telephonic conversation with Mr. Bell in which Mr. Kozato conveyed the same message delivered by Deutsche Bank to Morgan Stanley.

        On March 6, 2010, representatives from Deutsche Bank and Company A's financial advisors held a telephonic meeting to discuss Techwell's response to Company A's indication of interest. The representatives from Deutsche Bank indicated that an offer price of $18.00 per share or more would be sufficient to allow Techwell to agree to enter into a limited exclusivity period to negotiate definitive terms, indicated that Company A's requested exclusivity period was too long, requested Company A to resubmit an indication of interest with its best offer price and a significantly shorter exclusivity period by March 9, 2010 and indicated that the Techwell Board anticipated entering into a brief period of exclusivity with the bidder who offered the most attractive terms prior to the Techwell Board's March 9 meeting.

        On March 6, 2010, representatives from Deutsche Bank and Company C's financial advisor held a telephonic meeting to discuss Techwell's response to Company C's indication of interest. The representatives from Deutsche Bank requested that Company C provide a specific offer price (and not a range) in a revised indication of interest and to indicate in such indication of interest whether Company C's full board of directors supported the proposal. The representatives from Deutsche Bank requested that Company C resubmit a revised indication of interest with its best offer price by March 9, 2010, and indicated that the Techwell Board anticipated entering into a brief period of exclusivity with the bidder who offered the most attractive terms prior to the Techwell Board's March 9 meeting.

        On March 7, 2010, Company A submitted a revised nonbinding indication of interest with an offer price of $17.08 per share. Company A continued to reserve the right to issue up to $50 million worth

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of Company A stock as part of the consideration. Company A requested a two-week period of exclusivity to continue discussions with Techwell.

        On March 8, 2010, Mr. Kozato held a telephonic meeting with Company A's Chief Executive Officer to discuss the potential synergies between Techwell and Company A and the proposed terms of Company A's offer.

        On March 8, 2010, Mr. Kozato held a telephonic meeting with Mr. Bell to discuss the potential synergies between Techwell and Intersil and the proposed terms of Intersil's offer.

        On March 8, 2010, representatives from Deutsche Bank contacted a representative of Company D to update Company D on Techwell's sale process and to discuss the status of Company D's review of Techwell and its willingness to submit a proposal to acquire Techwell. Company D indicated it believed it would be in a position to submit a nonbinding indication of interest on March 16, 2010, but would not clearly commit to making such an offer. Representatives from Deutsche Bank advised Company D that the Techwell Board anticipated entering into a brief period of exclusivity with the bidder who offered the most attractive terms prior to the Techwell Board's March 9 meeting.

        On March 8, 2010, representatives from Deutsche Bank and Morgan Stanley held a telephonic meeting to discuss Intersil's reaction to the target price suggested by the Techwell Board. Following this conversation, Morgan Stanley sent Techwell a draft exclusivity agreement providing for a one-week exclusive period in which Techwell would work exclusively with Intersil on a potential sale transaction, with a one-week extension if the parties were then still working in good faith to execute a definitive agreement. Morgan Stanley emphasized Intersil's desire to expedite the process in light of other strategic opportunities being pursued by Intersil and indicated that Intersil would withdraw from Techwell's sale process if such process were delayed further.

        On March 9, 2010, representatives from Deutsche Bank and Morgan Stanley held a telephonic meeting to discuss the proposed form of exclusivity agreement and Intersil's intention for resubmitting a revised indication of interest. Following the call, Morgan Stanley sent Techwell a revised form of exclusivity agreement.

        On March 9, 2010, Techwell received a letter from Company C confirming its interest in an acquisition of Techwell using a combination of cash and Company C stock as consideration. Company C's offer was subject to Company C's stockholder approval. Company C's offer price continued to reflect an offer price range of $16.00 to $18.00 per share. The proposed consideration would consist of between 50% and 60% of cash and the remainder in Company C stock. Company C's written indication of interest stated that it had the approval of a majority of its directors to continue in discussions with Techwell. In response to Techwell's request that Company C specify a point value for its offer rather than a range, Company C stated that it had not been given sufficient access to due diligence to permit it to provide a more definitive offer price. Company C stated that if its diligence findings demonstrated that the business plan and its synergy estimates were likely to be exceeded, it would be prepared to offer a price at the top of the indicated range; that if its diligence findings yielded results in line with the management plan and synergy estimates, it would be prepared to offer a price toward the middle of the range; and that if the findings were materially lower, it would offer a price toward the bottom of the range.

        On March 9, 2010, Techwell received a nonbinding indication of interest from Company B, which proposed the acquisition of Techwell for an offer price in the range of $16.50 to $17.50 per share, using a combination of cash and Company B stock as consideration. The proposed consideration would consist of between 75% and 80% cash and the remainder in Company B stock. Company B's offer was contingent and subject to Company B board approval and the availability of financing to Company B. Company B also indicated that an acquisition would be subject to execution of employment agreements with key employees of Techwell.

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        On March 9, 2010, Techwell received a revised nonbinding indication of interest from Intersil, which contained an all cash offer of $18.00 per share. The proposed transaction with Intersil did not require Intersil stockholder approval and was not subject to a financing contingency. Intersil's offer was delivered with a nonbinding term sheet and a form of exclusivity agreement containing a one-week exclusivity period for discussions among the parties, with an automatic one-week extension if Intersil was working in good faith to execute a definitive agreement with Techwell.

        On March 9, 2010, the Techwell Board held a telephonic meeting to consider the indications of interest received from Intersil, Company A, Company B and Company C and the status of discussions with Company D. Mr. Voll and representatives from Deutsche Bank and Pillsbury were also in attendance. At the meeting, Deutsche Bank provided the Techwell Board with a status update on the discussions with Intersil, Company A, Company B, Company C and Company D. The Techwell Board discussed financial and valuation analyses related to the various proposals. Representatives from Pillsbury described the Techwell Board's fiduciary duties in evaluating the indications of interest and considering the status of the Techwell sale process. The Techwell Board deliberated with respect to the advantages and disadvantages of each of the options available to Techwell, including ending all sales discussions and continuing as a standalone public company, rejecting all exclusivity requests and continuing discussions with Intersil, Company A, Company B, Company C and Company D with the goal of receiving an offer in excess of that currently proposed by Intersil, making a request to Intersil that it further increase its offer, and entering into exclusivity with Intersil for the two-week period and negotiating with Intersil during such period on the basis of its $18.00 per share all cash proposal. Among other things, the Techwell Board discussed with its advisors and management each of the indications of interest in detail and the prior course of negotiations with each party, the perceived relative certainty of reaching a definitive agreement with each of the bidders on the terms each had offered, the advantages and disadvantages of the proposed short-term exclusivity agreement sought by Intersil, the likelihood that Intersil would proceed with negotiations if its request for exclusivity was rejected, Intersil's statement that it would withdraw completely from the Techwell sale process if it were not granted its requested exclusivity period and Techwell did not indicate a willingness to proceed with the negotiation of a definitive agreement on the basis of Intersil's offer, the chances that either Company A, Company B or Company C would increase its proposed price beyond what Intersil had offered as well as the terms proposed by Intersil in a term sheet of the proposed transaction, including terms with respect to the Techwell Board's ability to respond to unsolicited offers after execution of a definitive merger agreement, proposed termination rights and termination fees. The Techwell Board concluded that a significant risk existed that Intersil would not continue to pursue the transaction if Techwell did not agree to continue discussions with Intersil on an exclusive bases for a limited period of time and on the basis of $18.00 per share. The Techwell Board also concluded that Intersil had offered the highest price of any bidder and was the bidder which had the most certainty in closing a transaction based on the indications of interest submitted to date. After discussion, the Techwell Board authorized entry into a short-term exclusivity agreement with Intersil, which period would initially be one week and extended automatically for an additional one week period if Intersil was then working in good faith toward execution of a definitive agreement. The Techwell Board also authorized management to work with Deutsche Bank and Pillsbury to make a counter-proposal to Intersil on terms (other than price and exclusivity) contained in the proposed term sheet from Intersil.

        On March 9, 2010, Techwell sent a revised nonbinding term sheet to Intersil indicating a willingness to enter into exclusive negotiations of a definitive agreement on the basis of an all-cash, non-contingent offer to purchase all of the outstanding shares of Techwell at a purchase price of $18.00 per share. The term sheet stated that certain executive officers of Techwell would enter into an employment agreement and non-solicitation agreements and an agreement not to compete with Intersil for no more than two years, which such agreements were required to be executed at the time of the execution of a definitive acquisition agreement. On March 9, 2010, the parties executed an exclusivity agreement that would terminate on March 16, 2010 with an automatic extension for one additional seven day period if Intersil was working in good faith towards the execution of a definitive agreement consistent with the material terms proposed in the nonbinding term sheet.

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        On March 9, 2010 and after Techwell entered into an exclusivity agreement with Intersil, Company A sent a revised, nonbinding written indication of interest to Techwell indicating an increase in its prior offer price to $18.28 per share and eliminating the stock component of its prior offer, resulting in an all-cash offer that was not subject to any financing contingencies. Company A requested a two-week exclusivity period.

        On March 10, 2010, representatives from Deutsche Bank informed representatives from Morgan Stanley that Techwell had received an unsolicited indication of interest from another bidder.

        On March 10, 2010, the Techwell Board held a telephonic meeting to discuss receipt of the revised offer from Company A. Mr. Voll and representatives from Deutsche Bank and Pillsbury were in attendance. Representatives from Deutsche Bank updated the Techwell Board on the recent updated indication of interest from Company A. Representatives from Pillsbury advised the Techwell Board of its fiduciary duties in considering its course of action under the circumstances. The Techwell Board considered various alternatives in light of Company A's unsolicited offer, including informing Intersil that it was required to increase its offer price for negotiations with Intersil to continue and requesting that Intersil waive exclusivity so that Techwell could reengage in discussions with Company A directly and if Intersil denied such request, informing Intersil that Techwell would not be willing to execute a definitive agreement with Intersil until after the exclusivity period terminated so that Techwell first had an opportunity to engage in further negotiations with Company A. In considering these alternatives, the Techwell Board took into account, among other factors, the perceived relative certainty of entering into an agreement with Intersil relative to Company A, the risk that Intersil might cease discussions with Techwell if it were required to terminate exclusive discussions with Techwell and the fact that Company A had reduced its offer price in prior conversations with Techwell in 2008. After discussion with management and its advisors, the Techwell Board determined that the risk of Intersil ceasing discussions with Techwell if it were required to terminate exclusivity or immediately raise its price before concluding due diligence was significant and determined to continue discussions in good faith during the exclusivity period with Intersil, but instructed Deutsche Bank to indicate to Intersil that it expected Intersil to increase its price prior to finalizing a definitive agreement. The Techwell Board then held an executive session, with the Deutsche Bank representatives as well as Mr. Kozato and Mr. Voll leaving the meeting, to discuss the proposed transaction and the employment offers contemplated by Intersil's indication of interest to certain members of Techwell's management team. Intersil had requested employment agreements containing non-competition restrictions and had also indicated that they would be paying consideration to these members of management in order to induce them to join Intersil and to agree to the nonsolicitation and noncompetition restrictions. The independent members of the Techwell Board discussed, with input from representatives of Pillsbury, the role of the Compensation Committee in reviewing such agreements and consideration when such agreements were presented. The members of the Compensation Committee determined to retain Compensia, Inc. as its consultant in this regard.

        On March 10, 2010, Intersil's legal counsel for the transaction, Dechert LLP ("Dechert") delivered the section of a draft of the merger agreement containing Techwell's representations and warranties to Pillsbury in order to assist Techwell in preparing a disclosure schedule to a merger agreement.

        On March 11, 2010, Techwell provided additional due diligence materials to Intersil, including granting Intersil access to a virtual data room containing detailed information about Techwell, and Intersil continued its due diligence review of Techwell. At various times and places from March 11, 2010 to March 19, 2010, various business, financial and operational due diligence meetings between Techwell and Intersil took place involving a variety of personnel from both companies and representatives from Deutsche Bank and Morgan Stanley, and on one occasion, representatives from Deloitte & Touche LLP, Techwell's independent registered public accounting firm. During this time period, Dechert and Intersil's legal counsel for its concurrent financing, Skadden, Arps, Slate,

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Meagher & Flom LLP ("Skadden"), conducted legal due diligence and interfaced with Pillsbury on these diligence efforts.

        On March 11, 2010, Mr. Kozato, Mr. Voll, representatives from Deutsche Bank, Mr. Bell, Mr. Kennedy, Ms. Hardman, other representatives from Intersil's senior management team and representatives from Morgan Stanley met in San Jose, California to conduct additional due diligence on Techwell and discuss potential synergies between the two companies. During this meeting, Mr. Kozato informed Intersil that while the revenue plan for 2011 that was previously delivered to Intersil (as well as other bidders) was attainable, he had greater confidence in achieving a more conservative revenue plan for 2011.

        On March 15, 2010, the Compensation Committee of the Techwell Board engaged Compensia, Inc. to serve as its independent compensation consultant to assist the Compensation Committee in evaluating the reasonableness of the offer letters to be delivered by Intersil to certain members of Techwell's management.

        On March 15, 2010, Vern Kelley, Intersil's Senior Vice President, Human Resources, met with Mr. Kozato to discuss the terms on which some of the key employees of Techwell would remain employed by Techwell and not have an incentive to leave Techwell shortly after its acquisition by Intersil.

        On March 16, 2010, representatives from Deutsche Bank and Morgan Stanley held a telephonic meeting to discuss the progress of Intersil's diligence review.

        On March 16, 2010, representatives from Company A's financial advisor made an unsolicited telephone call to Deutsche Bank affirming that Company A's most recent indication of interest was still valid.

        On March 16, 2010, a representative from Deutsche Bank provided notice to representatives of Morgan Stanley of an unsolicited call from the financial advisor of another bidder.

        On March 16, 2010, a representative of Dechert and a representative of Pillsbury held a telephonic meeting to discuss the transaction and the anticipated delivery time of a draft of the definitive agreement. Subsequent to this call and on March 16, 2010, Dechert sent Pillsbury an initial draft of the Agreement and Plan of Merger and a form of Tender and Voting Agreement.

        On March 18, 2010, Dechert sent Pillsbury and Mr. Kelley sent to Mr. Kozato drafts of offer letters of employment containing noncompete and nonsolicit obligations to certain members of Techwell's management team, which were a condition to Intersil's willingness to execute a definitive acquisition agreement with Techwell.

        On March 18, 2010, Pillsbury sent Dechert a revised draft of the Agreement and Plan of Merger and form of Tender and Voting Agreement.

        On March 19, 2010, representatives of Deutsche Bank and Morgan Stanley held a telephonic meeting to discuss the status of Intersil's due diligence review. Morgan Stanley indicated it was possible that Intersil would request an extension to the exclusivity period for an additional two days as a result of its ongoing due diligence review. Deutsche Bank indicated that this request would likely not be received favorably by Techwell.

        On March 19, 2010, the Techwell Board met to discuss the status of negotiations with Intersil and its diligence review of Techwell. Representatives from Deutsche Bank and Pillsbury were in attendance at the meeting. Representatives from Pillsbury advised the Techwell Board of its fiduciary duties in this context and reviewed the current status of the Agreement and Plan of Merger, the form of Tender and Voting Agreement and the employment agreements. Representatives from Deutsche Bank discussed the status of diligence and reviewed with the Board the recent communication from Company A. The

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Techwell Board authorized management to continue negotiations with Intersil. Immediately following the meeting of the Techwell Board, the Compensation Committee of the Techwell Board met to discuss the offer letters of employment provided to members of Techwell's senior management team. A representative from Compensia joined the Compensation Committee meeting and provided initial input into whether Compensia viewed the compensation to be paid to the members of Techwell's senior management team as outlined in the offer letters as reasonably related to employment compensation, severance or other employee benefit compensation.

        On March 19, 2010, Company A sent a revised, nonbinding written indication of interest to Techwell indicating an increase in its prior offer price to $18.50 per share, reiterating the all-cash structure of the offer and confirming that the offer was not subject to any financing contingencies. In its communication, Company A expressed its willingness, to the extent Techwell had negotiated a merger agreement with an alternative purchaser and assuming that merger agreement contained customary terms and conditions for a transaction of this nature, to enter into such pre-negotiated definitive agreement with Techwell. Company A also indicated its ability to complete its confirmatory due diligence within two days.

        On March 19, 2010, representatives from Deutsche Bank informed Morgan Stanley that Techwell had received an updated indication of interest from a bidder.

        On March 19, 2010, representatives from Pillsbury and Dechert met in Pillsbury's offices in Palo Alto, California to negotiate the terms of the Agreement and Plan of Merger and the form of Tender and Voting Agreement.

        On March 20, 2010, the Techwell Board held a telephonic meeting to discuss the receipt of the most recent unsolicited written offer from Company A. Mr. Voll and representatives from Deutsche Bank and Pillsbury were in attendance. The Techwell Board, with input from management and its advisors, evaluated the current proposal from Company A against the current terms being offered by Intersil as well as the status of the Agreement and Plan of Merger with Intersil. The Techwell Board also discussed the potential risk of losing Intersil as a bidder, if it were to re-engage with Company A at this time and the perceived relative certainty of entering into an agreement with Intersil relative to Company A. Mr. Kozato noted that Company A had not received management's more conservative revenue forecast for 2011, because it was conveyed to Intersil orally during the exclusivity period, and therefore, could not be similarly conveyed to Company A. The Techwell Board discussed the fact that this information could adversely affect the offer price being considered by Company A and by any other bidders as well. Then the representatives from Deutsche Bank left the meeting. Representatives from Pillsbury advised the Techwell Board of its fiduciary duties in this context. The Techwell Board continued to discuss the proposed transaction with Intersil and whether to seek a waiver of the exclusivity agreement with Intersil in order to reengage with Company A. The Techwell Board again discussed whether there was greater certainty in finalizing a definitive agreement with Intersil in light of, among other things, the progress made in the negotiation of a definitive agreement, the amount of diligence completed by Intersil to date, the fact that Company A continued to request a brief period for confirmatory due diligence, the fact that Company A had reduced a nonbinding offer price to acquire Techwell in the past and the fact that Intersil indicated that it would cease discussions with Techwell if Techwell allowed the exclusivity period to expire without executing a definitive agreement with Intersil. When the representatives from Deutsche Bank rejoined the meeting, the Techwell Board authorized management to work with Deutsche Bank to make a counter-offer to Intersil with an offer price of $18.55 per share and to indicate to Intersil that Techwell was not willing to proceed to enter into the Agreement and Plan of Merger with an offer price of $18.00 at that time. Mr. Voll then left the meeting, and a representative from Compensia, Inc. joined the meeting. The Techwell Board then discussed the employment offer letters sent by Intersil to certain members of Techwell's management.

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        On March 20, 2010, representatives from Deutsche Bank and Morgan Stanley held a telephonic meeting during which Deutsche Bank presented the $18.55 per share counter proposal and indicated that Techwell was not willing to enter into an Agreement and Plan of Merger with an offer price of $18.00 at that time. Deutsche Bank informed Morgan Stanley that the Techwell Board was meeting the following morning to determine whether to proceed with a transaction with Intersil. In a subsequent conversation between Deutsche Bank and Morgan Stanley on March 20, 2010, Morgan Stanley, on behalf of Intersil, orally confirmed that Intersil was willing to increase its offer price to $18.50, but only so long as the termination fee payable to Intersil by Techwell under certain circumstances was also increased from three percent of the total equity value of the transaction on a fully diluted basis to four percent of the total equity value of the transaction on a fully diluted basis plus expense reimbursement.

        On March 20, 2010, representatives from Pillsbury and Dechert continued to negotiate the Agreement and Plan of Merger and the form of Tender and Voting Agreement in Pillsbury's offices in Palo Alto, California.

        On March 21, 2010, the Techwell Board met at Pillsbury's offices in Palo Alto, California. Mr. Voll and representatives from Deutsche Bank and Pillsbury were in attendance. Representatives of Pillsbury and Deutsche Bank provided an overview of the negotiation process with Company A, Company B, Company C, Company D, Company E and Intersil and the current status of the negotiations with Intersil. The Techwell Board discussed, with input from management and its advisors, other strategic alternatives available to Techwell, including but not limited to, allowing the exclusivity period to expire in order to continue discussions with Company A and the other potential bidders and ending the sales process and continuing to operate as a standalone business. Representatives from Deutsche Bank discussed certain financial analyses performed by Deutsche Bank in connection with preparing for the possibility of delivering an opinion as to whether the consideration of $18.50 per share to be received by holders of Techwell's common stock pursuant to the Agreement and Plan of Merger was fair, from a financial point of view, to such holders. See "Opinion of Techwell's Financial Advisor" below. The Techwell Board also discussed the relative certainty of reaching agreement with each of the potential bidders on a definitive agreement. After this discussion, the representatives from Deutsche Bank left the meeting. Representatives from Pillsbury then advised the Techwell Board on its fiduciary duties in connection with the consideration of the proposed transaction. Representatives from Pillsbury then led a detailed discussion of the proposed terms of the Agreement and Plan of Merger and the Tender and Voting Agreements. The Techwell Board then discussed the various interests of the directors in the transaction, which interests are described above in this Schedule 14D-9 in more detail under "Past Contacts, Transactions, Negotiations and Agreements. Arrangements with Current Executive Officers and Directors of the Company—Interests of Certain Persons." The Techwell Board then held a lengthy discussion about the factors relating to the proposed transaction and the strategic alternatives available to Techwell as well as the alternative of continuing as a standalone company. After this discussion, the representatives from Deutsche Bank rejoined the meeting, and a further discussion followed about the proposed transaction. The Techwell Board authorized management, Pillsbury and Deutsche Bank to indicate to Intersil that Techwell was willing to enter into an Agreement and Plan of Merger with an offer price of $18.50 per share and to continue to negotiate with Intersil the terms of the Agreement and Plan of Merger and the Tender and Voting Agreements, including making a counter-proposal that the size of the termination fee to be paid by Techwell to Intersil in certain circumstances be set at 3.5% of the total equity value of the transaction on a fully diluted basis.

        On March 21, 2010, Dechert delivered to Pillsbury revised employment offer letters, which contained a provision requiring Techwell to terminate the change in control and severance agreements currently in effect between Techwell and certain of these key employees and to provide that all such benefits otherwise payable under certain circumstances to such key employees under these agreements would be paid at the closing of the tender offer as consideration (in part) for each such officer agreeing to enter into the nonsolicitation and noncompetition provisions.

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        On March 21, 2010 and continuing into the morning of March 22, 2010, representatives of Pillsbury and Dechert continued to negotiate the terms of the Agreement and Plan of Merger. During these discussions, Intersil proposed that the termination fee be increased to 3.75% of the total equity value of the transaction on a fully diluted basis.

        On March 21, 2010, representatives from Intersil conducted additional due diligence about Techwell and its customers.

        On the morning of March 22, 2010, members of Techwell's senior management team, including Mr. Kozato, Dr. Feng Kuo, Techwell's Chief Technical Officer, David Nam, Techwell's VP Sales and Marketing, Joe Kamei, Techwell's VP of Operations, and Wen-Lung Chen, Techwell's VP, Engineering, met at Pillsbury's offices in Palo Alto, California to discuss the terms of the offer letters of employment and noncompetition obligations being offered to them by Intersil. One of Techwell's directors, Robert Cochran, also met with members of Techwell's senior management team at Pillsbury's offices in Palo Alto, California on March 22, 2010.

        Following additional discussions between Techwell, Pillsbury, Intersil and Dechert, the Techwell Board met again by telephone conference on the morning of March 22, 2010. At the commencement of the meeting, the Techwell Board affirmed that each member of the Compensation Committee of the Techwell Board was an independent director. The Techwell Board meeting was then temporarily adjourned and a meeting of the Compensation Committee commenced. A representative from Pillsbury described the terms of employment proposed by Intersil to certain members of Techwell's management, including the acceleration of all outstanding equity awards and payment of any potential cash severance obligations upon the closing of the tender offer and the noncompete and nonsolicitation obligations, being offered to certain members of Techwell's management. A representative from Compensia confirmed its view that the compensation being offered to the members of Techwell's management team was reasonable and related to employment compensation, severance or other employee benefit compensation. After discussion, the Compensation Committee determined that the compensation being offered to the members of Techwell's management team was reasonable and related to employment compensation, severance or other employee benefit compensation. The Compensation Committee meeting was adjourned, and the Techwell Board meeting then reconvened. Representatives from Pillsbury summarized the material terms of the Agreement and Plan of Merger that had changed since the Board meeting on March 21, 2010, including that the current offer price from Intersil was $18.50 per share and the termination fee payable by Techwell to Intersil under certain circumstances was 3.75% of the total equity value of the transaction on a fully diluted basis. Representatives of Deutsche Bank then provided its oral opinion that, as of March 22, 2010 and based upon and subject to the various considerations, assumptions, qualifications, limitations and other matters as set forth in the opinion (a written copy of which was subsequently delivered and is attached to this Schedule 14D-9 as Annex II ), the consideration of $18.50 per share to be received by holders of Techwell's common stock pursuant to the Agreement and Plan of Merger was fair, from a financial point of view, to such holders. The Techwell Board then had further discussion of the factors relating to the acquisition. See discussion of the material factors considered by the Techwell Board under "Reasons for Recommendation" below. After further discussion of its fiduciary duties and the terms of the Agreement and Plan of Merger, the Techwell Board members unanimously concluded that the proposed transaction with Intersil was fair to and in the best interests of Techwell and its stockholders and unanimously approved the Agreement and Plan of Merger with a purchase price of $18.50 per share.

        Following the Techwell Board meeting on March 22, 2010, the parties proceeded with final negotiations and to finalize documentation and communication plans. On March 22, 2010, certain stockholders and all of the directors of Techwell, as well as Techwell, Intersil and the Purchaser, executed and delivered Tender and Voting Agreements; Techwell, the Purchaser and Intersil executed

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and delivered the Agreement and Plan of Merger; and certain members of Techwell's management team executed offer letters of employment with Intersil.

Reasons for Recommendation

        In evaluating the Offer, the Merger, the Merger Agreement and the transactions contemplated thereby and recommending that all stockholders accept the Offer and tender the shares of Common Stock they own pursuant to the Offer and, if required by applicable law, vote all shares in favor of the adoption of the Merger Agreement, the Techwell Board considered a number of factors. The following is a summary of the material factors that supported its decision to make this recommendation:

•

The Company's Operating and Financial Condition; Prospects.   The Techwell Board considered the current and historical financial condition, results of operations, business and prospects of Techwell, as well as Techwell's financial plan and prospects, if it were to remain an independent company. The Techwell Board discussed Techwell's current financial plan, including the risks associated with achieving and executing upon the plan and the fact that it required significant additional investments for both acquisitions and future growth, as well as the general risks of market conditions that could reduce Techwell's stock price. The Techwell Board also considered the highly competitive and rapidly evolving environment in which Techwell operates and is expected to operate in the future. The Techwell Board considered that the holders of Common Stock would continue to be subject to the risks and uncertainties of Techwell's financial plan, operations, and prospects and may not ever obtain a share price premium equal to or greater than the premium being offered by Purchaser.



•

Cash Consideration; Certainty of Value.   The Techwell Board considered the form of consideration to be paid to the stockholders in the Offer and the Merger and the certainty of the value of cash consideration compared to stock or other forms of consideration, as well as the fact that Intersil's proposal was not subject to obtaining any outside financing. The Techwell Board considered the business reputation of Intersil and its management and the substantial financial resources of Intersil and, by extension, Purchaser, which the Techwell Board believed supported the conclusion that a transaction with Intersil and Purchaser could be completed relatively quickly and in an orderly manner.



•

Premium to Current and Historical Trading Prices of Shares.   The $18.50 per Share price to be paid in cash would provide Techwell stockholders with the opportunity to receive a premium over the historical trading prices of the Common Stock, based on the Techwell Board's analysis of the range of historical trading closing prices of the Common Stock on the NASDAQ for the one-year period ending on March 19, 2010 and the implied share price premium based on the consideration per share of $18.50, including the information summarized below:

        The Techwell Board also took note of the fact that the closing price of the Common Stock on NASDAQ had not reached $18.50 since November 2006 and had only closed above $18.50 three times since the Common Stock had been publicly traded on NASDAQ.

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Opinion of Financial Advisor.   The opinion of Deutsche Bank Securities Inc. ("Deutsche Bank"), dated March 22, 2010 to the Techwell Board that, as of such date, and based upon and subject to the assumptions, qualifications and limitations set forth in the opinion, the consideration to be received by the holders of Common Stock in the Offer and the Merger pursuant to the

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Merger Agreement was fair, from a financial point of view, to such holders, as more fully described below in "Opinion of Techwell's Financial Advisor." The full text of Deutsche Bank's written opinion, dated March 22, 2010, is attached as Annex II to this Schedule 14D-9.

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Available Alternatives; Results of Discussions with Third Parties.   The Techwell Board considered the possible alternatives to the acquisition by Intersil (including the possibility of being acquired in whole or in part by another company or financial sponsor, or continuing to operate as an independent entity, and the desirability and perceived risks of those alternatives), the range of potential benefits to Techwell's stockholders of these alternatives and the timing and the likelihood of accomplishing the goals of such alternatives, as well as the Techwell Board's assessment that none of these alternatives were reasonably likely to present superior opportunities for Techwell to create greater value for Techwell's stockholders, taking into account risks of execution as well as business, competitive, industry and market risks. The Techwell Board considered the possibility of growing the Company's business through significant acquisitions and internal growth while remaining an independent public company. In this respect, the Board considered the significant additional investments that would be required for such acquisitions and the potential execution risks and uncertainties associated therewith. The Techwell Board also considered the results of the process that the Techwell Board had conducted, with the assistance of the Company management and its financial and legal advisors, to evaluate strategic alternatives and the results of discussions with third parties regarding business combination and change of control transactions. The Techwell Board also considered the ability of other bidders to make, and the likelihood that other bidders would make, a proposal to acquire Techwell at a higher price.



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Arm's Length Negotiations.   The fact that the financial and other terms and conditions of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the number and nature of the conditions on Intersil's and the Purchaser's obligations to consummate the Offer and the Merger, were the product of arm's-length negotiations among the parties and were designed to provide more certainty that the Offer and the Merger would ultimately be consummated on a timely basis.



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Course of Negotiations.   The course of negotiations over the transaction, which resulted in an increase of $3.00, or 19%, in the price per Share offered by Purchaser, and the judgment of the Techwell Board that the proposed terms of the Offer and the Merger were likely the best that could be negotiated.



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Closing Conditions.   The reasonable likelihood of the consummation of the transactions contemplated by the Merger Agreement and that Purchaser's obligations to purchase shares of Common Stock in the Offer and to close the Merger are subject to limited conditions.



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No Financing Condition.   The business reputation of Intersil and its management, the substantial financial resources of Intersil, including the representation of Intersil and Purchaser that they have access to sufficient cash resources to pay the amounts required to be paid under the Merger Agreement, Intersil's financing commitment of $390 million from Morgan Stanley Senior Funding Inc. in connection with the Merger Agreement, and the fact that the Offer is not subject to a financing condition, which collectively supported the conclusion that a transaction with Intersil and Purchaser could be completed relatively quickly and in an orderly manner.



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Stockholder Tender Agreements.   The stockholders who entered into Tender and Voting Agreements control in the aggregate approximately 20% of the outstanding shares of Common Stock and have agreed to tender their shares of Common Stock in the Offer, which support made it more likely that the transaction could be completed on a more expedited basis and in an orderly manner.

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Tender Offer Structure.   The structure of the transaction as a tender offer for all shares of Common Stock, which should allow stockholders to receive the transaction consideration in a relatively short time frame, followed by the Merger in which stockholders (other than whose who perfect their appraisal rights under the DGCL) will receive the same consideration as received by stockholders who tender their shares of Common Stock in the Offer.



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Ability to Change Recommendation and Respond to Certain Unsolicited Acquisition Proposals . The ability of the Techwell Board under certain circumstances to withdraw, modify or change the Techwell Board's recommendation to stockholders that they accept the Offer, tender their shares of Common Stock to Purchaser pursuant to the Offer and, if required, vote their shares of Common Stock in favor of the adoption of the Merger Agreement, and the right of the Techwell Board to terminate the Merger Agreement if certain conditions are satisfied, subject to payment of a $17,076,058 termination fee under certain circumstances, which the Techwell Board determined was reasonable in light of, among other things, the benefits of the Offer and the Merger to Techwell's stockholders. Similarly, the Tender and Voting Agreements terminate upon a termination of the Merger Agreement and thus would not represent a material obstacle to a superior proposal.



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Extension of Offer.   The fact that, subject to limited exceptions, Purchaser will be required to extend the Offer beyond the initial expiration date of the Offer if the conditions to the completion of the Offer are not satisfied as of such date.



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Availability of Appraisal Rights in the Merger.   The fact that Techwell stockholders that do not tender their Common Stock in the Offer and who properly exercise their appraisal rights under Delaware law will be entitled to such appraisal rights in connection with the Merger.

        The Techwell Board also considered a variety of uncertainties and risks in its deliberations concerning the Merger Agreement, which weighed against the approval of the Offer, the Merger and the Merger Agreement, including the following:

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Failure to Complete Transaction.   The risks and costs to Techwell if the Offer and the Merger are not consummated, including the diversion of the attention of Techwell's directors, executive officers and associates, the potential loss of employees, customers, suppliers and business partners, the incurrence of significant transaction costs and that Techwell may have to pay a $17,076,058 termination fee to Intersil.



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No Stockholder Participation in Future Growth.   While the consummation of the Offer gives the stockholders the opportunity to realize a premium over the prices at which the Common Stock was traded prior to the public announcement of the Merger and the Offer, tendering of the Common Stock in the Offer would eliminate the opportunity for stockholders to participate in the future growth and profits of Techwell.



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Interests of Techwell Officers and Directors.   The interests of the officers and directors of Techwell in the Offer, including the matters described under "Item 3(a) Arrangements with Current Executive Officers and Directors of the Company" of this Schedule 14D-9.



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No-Shop Restrictions.   The restrictions on Techwell's ability to solicit or participate in discussions or negotiations regarding alternative business combination transactions, subject to specified exceptions, the ability of Intersil to match a competing proposal, and the requirement that Techwell pay a $17,076,058 termination fee to Intersil in order to accept a superior proposal and in certain other circumstances specified in the Merger Agreement, which the Techwell Board understood, while potentially having the effect of discouraging third parties from proposing a competing business transaction, were conditions to Intersil's willingness to enter into the Merger Agreement and were reasonable in light of, among other things, the benefits of the Offer and the Merger to Techwell's stockholders.

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•

Taxable Consideration.   The all-cash consideration to be received by the stockholders who are U.S. persons in the Offer and the Merger would be taxable to such stockholders who have a gain for U.S. federal income tax purposes.



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Exclusive Negotiations.   The Exclusivity Agreement, which Intersil made a condition to its willingness to negotiate a possible acquisition of Techwell, limited the Techwell Board's ability to assess the market for the Common Stock after the Exclusivity Agreement was signed and prior to entering into the Merger Agreement.



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Regulatory Approvals.   The regulatory approvals that are required to consummate the Offer and the prospects for receiving any such approvals.



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Interim Restrictions on Business Pending Completion of the Offer.   The potential limitations on Techwell's pursuit of business opportunities due to pre-closing covenants in the Merger Agreement whereby the Company agreed that it will carry on its business in the ordinary course of business consistent with past practice and, subject to specified exceptions, will not take a number of actions related to the conduct of its business without the prior written consent of Intersil.



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Intersil Control of Techwell Board after Completion of Offer.   The provisions of the Merger Agreement that provide, subject to certain conditions, Purchaser with the ability to obtain representation on the Techwell Board proportional to Purchaser's ownership of Shares upon completion of the Offer.

        The foregoing discussion of the information and factors considered by Techwell Board is not intended to be exhaustive, but merely summarizes the material factors considered. The members of the Techwell Board evaluated the Offer, the Merger and the Merger Agreement in light of their knowledge of the business, financial condition and prospects of Techwell and the strategic alternatives to Techwell. In view of the number and wide variety of factors, both positive and negative, considered by the Techwell Board, the Techwell Board did not find it practical to, and did not, quantify or otherwise assign relative or specific weights to the factors considered or determine that any factor was of particular importance. Rather, the Techwell Board viewed its position and recommendations as being based on the totality of the information presented to and considered by the Techwell Board. In addition, individual members of the Techwell Board may have given differing weights to different factors and may have viewed certain factors more positively or negatively than others.

Opinion of Techwell's Financial Advisor

        Deutsche Bank has acted as financial advisor to Techwell in connection with the Merger Agreement, pursuant to which Purchaser will conduct the Offer followed by the Merger (collectively with the Offer, the " Transaction "). On March 22, 2010, Deutsche Bank delivered its oral opinion during a Techwell Board meeting and subsequently confirmed its oral opinion in a written opinion to the Board indicating that, as of March 22, 2010, the date of such written opinion, based upon and subject to the assumptions made, matters considered and limits of the review undertaken by Deutsche Bank, the $18.50 per Share price (the " Offer Price") was fair, from a financial point of view, to the holders of the outstanding shares of Techwell common stock.

         The full text of Deutsche Bank's written opinion, dated March 22, 2010 (referred to as the "Deutsche Bank Opinion"), which sets forth, among other things, the assumptions made, matters considered and limits on the review undertaken by Deutsche Bank in connection with the opinion, is attached as Annex II to this Schedule 14D-9 and is incorporated herein by reference. Techwell stockholders are urged to read the Deutsche Bank Opinion carefully and in its entirety. The summary of the Deutsche Bank Opinion set forth in this Schedule 14D-9 is qualified in its entirety by reference to the full text of the Deutsche Bank Opinion.

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        In connection with Deutsche Bank's role as financial advisor to Techwell, and in arriving at its opinion, Deutsche Bank reviewed certain publicly available financial and other information concerning Techwell, certain internal analyses, financial forecasts and other information relating to Techwell prepared by management of Techwell. Deutsche Bank also held discussions with certain senior officers of Techwell regarding the businesses and prospects of Techwell. In addition, Deutsche Bank has (i) reviewed the reported prices and trading activity for Techwell common stock, (ii) to the extent publicly available, compared certain financial and stock market information for Techwell with similar information for certain other companies it considered relevant whose securities are publicly traded, (iii) to the extent publicly available, reviewed the financial terms of certain recent business combinations which it deemed relevant, (iv) reviewed the Merger Agreement and certain related documents, and (v) performed such other studies and analyses and considered such other factors as it deemed appropriate.

        In preparing its opinion, Deutsche Bank did not assume responsibility for the independent verification of, and did not independently verify, any information, whether publicly available or furnished to it, concerning Techwell, including, without limitation, any financial information considered in connection with the rendering of its opinion. Accordingly, for purposes of its opinion, Deutsche Bank, with the Board's permission, assumed and relied upon the accuracy and completeness of all such information. Deutsche Bank did not conduct a physical inspection of any of the properties or assets, and did not prepare or obtain any independent evaluation or appraisal of any of the assets or liabilities (including any contingent, derivative or off-balance-sheet assets and liabilities), of Techwell or Intersil or any of their respective subsidiaries, nor has it evaluated the solvency or fair value of Techwell under any state or federal law relating to bankruptcy, insolvency or similar matters. With respect to the financial forecasts made available to Deutsche Bank and used in its analyses, Deutsche Bank has assumed with the Techwell Board's permission that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Techwell as to the matters covered thereby. In rendering its opinion, Deutsche Bank expressed no view as to the reasonableness of such forecasts and projections or the assumptions on which they are based. The Deutsche Bank Opinion was necessarily based upon economic, market and other conditions as in effect on, and the information made available to Deutsche Bank as of, the date of such opinion.

        For purposes of rendering its opinion, Deutsche Bank has assumed with the Techwell Board's permission that, in all respects material to its analysis, the Transaction will be consummated in accordance with its terms, without any material waiver, modification or amendment of any term, condition or agreement. Deutsche Bank has also assumed that all material governmental, regulatory or other approvals and consents required in connection with the consummation of the Transaction will be obtained and that in connection with obtaining any necessary governmental, regulatory or other approvals and consents, no material restrictions will be imposed.

        Set forth below is a brief summary of certain financial analyses performed by Deutsche Bank in connection with its opinion and reviewed with the Board at its meeting on March 21, 2010.

        Historical Stock Price Performance.     Deutsche Bank reviewed and analyzed recent and historical market prices and trading volume for the Common Stock and compared such market prices to certain stock market and industry indices.

        Deutsche Bank also analyzed the Offer Price to be received by Techwell stockholders pursuant to the Merger Agreement in relation to the closing stock price as of March 19, 2010, the last trading date prior to the announcement of the Transaction, and the 30-trading day average and 52-week high stock prices (for the period of time ended March 19, 2010) of Techwell common stock in relation to that date. This analysis indicated that the Offer Price to be paid to Techwell stockholders pursuant to the Merger Agreement represented:

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a premium of 49% based upon the closing stock price on March 19, 2010 of $12.44 per share;

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a premium of 52% based upon the 30-trading day average stock price of $12.15 per share; and



•

a premium of 37% based upon the 52-week high stock price of $13.51 per share.

        Analysis of Selected Publicly Traded Companies.     Deutsche Bank compared certain financial information and commonly used valuation measurements for Techwell to corresponding information and measurements for a group of six publicly traded companies with market capitalization under $1 billion that participate in the mixed signal integrated circuit market: Advanced Analogic Technologies Incorporated, Micrel, Incorporated, Monolithic Power Systems, Inc., O2Micro International Limited, Standard Microsystems Corporation and Volterra Semiconductor Corporation (the " Small Mixed Signal Companies "). Comparison was also made to twelve other mixed signal companies with market capitalization over $1 billion, which consisted of Analog Devices, Inc., Hittite Microwave Corporation, Integrated Device Technology, Inc., Intersil, Linear Technology Corporation, Maxim Integrated Products, Inc., Microsemi Corporation, National Semiconductor Corporation, Power Integrations, Inc., Semtech Corporation, Silicon Laboratories Inc. and Texas Instruments Incorporated (the " Large Mixed Signal Companies ", and collectively with the Small Mixed Signal Companies, the " Selected Companies "). Such financial information and valuation measurements included, among other things, (i) ratios of common equity market value as adjusted for debt and cash (" Enterprise Value ") to revenues; and (ii) ratios of common equity market prices per share to earnings per share (" EPS "). To calculate the trading multiples for Techwell and the Selected Companies, Deutsche Bank used publicly available information concerning historical and projected financial performance. Deutsche Bank also used estimates prepared by Techwell's management and Wall Street estimates.

        As part of its analysis, Deutsche Bank estimated and applied multiple ranges as follows:

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the range of implied share prices of the Common Stock based upon a selected range of revenue multiples, on an estimated calendar year 2010 basis, of 1.0x to 3.2x was $7.61 to $15.46 for the growth case Techwell management estimates (the " Growth Case ") and $7.62 to $15.47 for the base case Techwell management estimates (the " Base Case ");



•

the range of implied share prices of the Common Stock based upon a selected range of revenue multiples, on an estimated calendar year 2011 basis, of 0.9x to 2.9x was $8.85 to $19.31 for the Growth Case and $8.25 to $17.48 for the Base Case.



•

the range of implied share prices of the Common Stock based upon a selected range of EPS multiples, on an estimated calendar year 2010 basis, of 17.0x to 20.0x was $11.82 to $13.91 for the Growth Case and $11.63 to $13.68 for the Base Case; and



•

the range of implied share prices of the Common Stock based upon a selected range of EPS multiples, on an estimated calendar year 2011 basis, of 15.0x to 18.0x was $19.13 to $22.95 for the Growth Case and $15.09 to $18.10 for the Base Case.

        None of the companies utilized as a comparison are identical to Techwell. Accordingly, Deutsche Bank believes the analysis of publicly traded comparable companies is not simply mathematical. Rather, it involves complex considerations and qualitative judgments, reflected in Deutsche Bank's opinion, concerning differences in financial and operating characteristics of the comparable companies and other factors that could affect the public trading value of the comparable companies.

        Analysis of Selected Precedent Transactions.     Deutsche Bank reviewed the financial terms, to the extent publicly available, of 42 proposed, pending or completed mergers and acquisition transactions since January 2005 in the semiconductor industry (the " Selected Transactions "). Deutsche Bank calculated various financial multiples based on certain publicly available information for each of the Selected Transactions and compared them to corresponding financial multiples in the Transaction.

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Deutsche Bank used the estimates of management and Wall Street for its analysis of the Selected Transactions. The transactions reviewed were:

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