Catamaran, based in San Jose, makes integrated circuits for the optical networking market, Munich-based Infineon said.
"Combining our communications expertise with that of Catamaran will give us a competitive advantage in the fast growing optical networking market," Infineon chief executive Ulrich Schumacher said.
Last week Infineon, Germany's biggest chipmaker, announced a first-quarter profit of 23 million euros ($21 million), compared with earnings of 146 million euros in 2000. Although profits fell 84 percent, most analysts had been expecting a loss.
Infineon, a spinoff of German electronics giant Siemens AG, blamed the decline on the weak prices for memory chips and the slowdown in demand for mobile handsets.
Under the proposed deal, Catamaran will become a wholly owned subsidiary of Infineon. The deal is subject to regulatory approval.