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STMicroelectronics to acquire Alcatel's Microelectronics business

Alcatel and STMicroelectronics enter strategic partnership for joint DSL chip-set development programs

ALCATEL LOGOGeneva and Paris, April 15, 2002 - STMicroelectronics (NYSE:STM) and Alcatel (Paris: CGEP.PA and NYSE:ALA) today announced the signature of an agreement for the acquisition of Alcatel's Microelectronics activities by STMicroelectronics. As part of this cash transaction of Euro 390 million, the two companies intend to enter into cooperation for the joint development of DSL chip-sets that will also be made available to the open market. The new agreement also calls for STMicroelectronics to become a preferred supplier of Alcatel, thus expanding their long-standing strategic alliance.

Alcatel Microelectronics, headquartered in Belgium, is a leading player in the design, manufacture and marketing of semiconductor components with a focus on telecommunications, automotive and peripheral markets. In particular, it has achieved a global top position in the growing market of DSL chip-sets used in infrastructure and end-user equipment, providing high-speed internet access. In 2001, Alcatel Microelectronics registered revenues in the range of Euro 350 million.

Important know-how and a large number of experienced engineers will be added to the current ST resources, significantly enhancing the overall ST capabilities to compete in the telecommunication arena for wireline and wireless applications. The addition of this know-how will allow ST to further enhance its technical expertise and its already significant market offering in central office and mass market DSL modems chipsets, enabling ST to become the worldwide leading supplier of DSL semiconductor products.

Furthermore, the cooperation with Alcatel also complements the recent agreement between the two companies for the development of GSM/GPRS chipsets for mobile phones and other wireless connectivity applications.

"The addition of Alcatel's world class designers and know-how will further increase ST's strength in DSL technologies. The expanded team will be unparalleled in its ability to develop world leading solutions for affordable mass broadband connectivity," said Aldo Romano, Corporate Vice President and General Manager of ST's Telecommunication and Peripherals/Automotive Groups.

"This new agreement reinforces our long-standing strategic partnership with Alcatel and will allow both companies to build on this solid relationship and achieve a successful common approach to key high-growth markets," said Alain Dutheil, Corporate Vice President of Strategic Planning and Human Resources, STMicroelectronics.

For Alcatel, this transaction is a further step towards the focus on its core competencies, the development and marketing of telecommunications networking systems and services. As the global leader in DSL infrastructure solutions, Alcatel will extend its cooperation with STMicroelectronics in the form of joint DSL chip-set development programs. The target of these programs will be to provide Alcatel with cutting edge DSL components to further enhance Alcatel's leading position in the DSL equipment markets.

"Integrating Alcatel Microelectronics into STMicroelectronics and extending our partnership with ST will create a strong win-win situation for both companies. Alcatel, world-wide leader in the DSL market, will continue to expand its product offering and breadth of DSL services to its wide customer base," said Etienne Fouques, President of Alcatel's carrier networking activities. "This transaction will ensure a high quality sourcing of essential components for our growing DSL product portfolio."

The acquisition, which is set to close within two months, is subject to regulatory approvals. Further terms of the agreement were not disclosed.

About Alcatel
Alcatel designs, develops and builds innovative and competitive communications networks, enabling carriers, service providers and enterprises to deliver any type of content, such as voice, data and multimedia, to any type of consumer, anywhere in the world. Relying on its leading and comprehensive products and solutions portfolio, stretching from end-to-end optical infrastructures, fixed and mobile networks to broadband access, Alcatel's customers can focus on optimizing their service offerings and revenue streams. With sales of EURO 25 billion in 2001 and 99,000 employees, Alcatel operates in more than 130 countries. For more information, visit Alcatel on the Internet: http://www.alcatel.com

About STMicroelectronics
STMicroelectronics, the world's third largest independent semiconductor company, is a global leader in developing and delivering semiconductor solutions across the spectrum of microelectronics applications. An unrivalled combination of silicon and system expertise, manufacturing strength, Intellectual Property (IP) portfolio and strategic partners positions the Company at the forefront of System-on-Chip (SoC) technology and its products play a key role in enabling today's convergence markets. The Company's shares are traded on the New York Stock Exchange, on Euronext Paris and on the Milan Stock Exchange. In 2001, the Company's net revenues were $6.36 billion and net earnings were $257.1 million. Further information on ST can be found at http://www.st.com.

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