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Filed by NVIDIA Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 of the
Securities Exchange Act of 1934
Subject Company: 3dfx Interactive, Inc.
Commission File No. 000-22651
For Further Information Contact:
Derek Perez Michael Hara
Director of Public Relations Vice President of Investor Relations
NVIDIA Corporation NVIDIA Corporation
(408) 615-2630 (408) 615-2511
[email protected] [email protected]
FOR IMMEDIATE RELEASE:
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NVIDIA TO ACQUIRE 3DFX CORE GRAPHICS ASSETS
SANTA CLARA, CA - DECEMBER 15, 2000 - NVIDIA(R) Corporation (Nasdaq: NVDA) today
announced that it has signed a definitive agreement to acquire certain graphics
related assets of 3dfx Interactive (Nasdaq: TDFX), a pioneer and a recognized
leader in graphics technology. These graphics related assets include, but are
not limited to, patents, pending patent applications, trademarks, brand names,
and chip inventory related to the graphics business of 3dfx. In addition, 3dfx
and NVIDIA have agreed to stay the patent infringement litigation between them
through the closing of the transaction, at which time it will be jointly
dismissed with prejudice.
Under the terms of the agreement, NVIDIA will pay to 3dfx a total consideration
of $70 million in cash and 1 million shares of common stock. The asset
acquisition has been approved by the board of directors of each company and is
subject to 3dfx shareholder approval, the satisfaction of regulatory
requirements and other customary closing conditions. This acquisition will be
accounted for as a purchase and is expected to be complete in the first quarter
of NVIDIA's fiscal year 2002.
Founded in 1994, 3dfx was an early pioneer in the 3D graphics industry and has
been recognized for its ability to bring some of the world's finest games,
educational content, interactive entertainment and media-rich business
applications to life.
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NVIDIA To Acquire 3dfx Core Graphics Assets
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NVIDIA executives will conduct a conference call on Monday, December 18, 2000 at
7:00AM, Pacific Time. The conference call number is 212-231-6017, reservation
number 17310062. A recorded playback of the conference call will be available
through Wednesday, December 20, 2000. The call-in number for the replay is 800-
633-8284 (US), 858-812-6440 (International), (passcode: 17310062). A live
webcast (listen-only mode) of the conference call will be available at
http://www.nvidia.com/Company/InvestorRelations; at http://www.streetevents.com;
and at http://www.bestcalls.com. You must have a compatible media player
installed on your computer in order to listen to the webcast. You may download a
media player for free at the sites listed above.
About NVIDIA
NVIDIA Corporation (Nasdaq: NVDA), based in Santa Clara, California., is the
global leader in advanced graphics and multimedia processing technology for the
consumer and professional computing markets. Its 2D, 3D, video and multimedia
capabilities make NVIDIA one of the premier semiconductor companies in the
world. NVIDIA offers a wide range of products and services, delivering superior
performance and crisp visual quality for PC-based applications such as
manufacturing, science, e-business, entertainment, and education.
This news release contains forward-looking statements that involve risks and
uncertainties that could cause actual results or outcomes to differ materially
from those contemplated by the forward-looking statements. Factors that could
cause or contribute to such differences include, but are not limited to, risks
relating to the completion of the contemplated transaction, including the risk
that required regulatory clearances or shareholder approval might not be
obtained in a timely manner or at all. In addition, statements in this press
release relating to the expected benefits of the contemplated transaction are
subject to risks relating to the timing and successful completion of technology
and product development efforts, integration of the technologies and assets of
NVIDIA Corporation and 3dfx Interactive, unanticipated expenditures, changing
relationships with customers, suppliers and strategic partners and other factors
described in the most recent Form 10-Q, most recent Form 10-K and other periodic
reports filed by NVIDIA and 3dfx, with the Securities and Exchange Commission.
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NVIDIA To Acquire 3dfx Core Graphics Assets
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Additional Information and Where to find it
NVIDIA plans to file a Registration Statement on SEC Form S-4 in connection with
the transaction, and NVIDIA and 3dfx expects to mail a Proxy
Statement/Prospectus to shareholders of 3dfx containing information about the
transaction. Investors and security holders are urged to read the Registration
Statement and the Proxy Statement/Prospectus carefully when they are available.
The Registration Statement and the Proxy Statement/Prospectus will contain
important information about NVIDIA, 3dfx, the transaction and related matters.
Investors and security holders will be able to obtain free copies of these
documents through the website maintained by the U.S. Securities and Exchange
Commission at http://www.sec.gov. Free copies of the Proxy Statement/Prospectus
and these other documents may also be obtained from NVIDIA by directing a
request through the Investors Relations portion of NVIDIA's website at
http://www.nvidia.com or by mail to NVIDIA, 3535 Monroe Street, Santa Clara, CA
95051, attention: Investor Relations, telephone: (408) 615-2500.
In addition to the Registration Statement and the Proxy Statement/Prospectus,
NVIDIA and 3dfx file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy any reports, statements or other information filed by NVIDIA or 3dfx at the
SEC public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or
at any of the Commission's other public reference rooms in New York, New York
and Chicago, Illinois. Please call the Commission at 1-800-SEC-0330 for further
information on the public reference rooms. NVIDIA's and 3dfx's filings with the
Commission are also available to the public from commercial document-retrieval
services and at the website maintained by the Commission at http://www.sec.gov.
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The directors and executive officers of NVIDIA and 3dfx have interests in the
transaction, some of which may differ from, or may be in addition to, those of
3dfx's shareholders generally. A description of the interests that NVIDIA's and
3dfx's directors and executive officers have in the transaction will be
available in the Proxy Statement/Prospectus. 3dfx will be and certain of its
directors, executive officers and other members of 3dfx's management and
employees may be soliciting proxies from 3dfx shareholders in favor of the
transaction. The directors and officers of NVIDIA may be deemed to be
participants in 3dfx's solicitation of proxies. Information concerning the
participants will be set forth in the Proxy Statement/Prospectus when its filed
with the Securities and Exchange Commission.
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Registered trademark NVIDIA(R) Corporation, 2000. All company and/or product
names are trademarks and/or registered trademarks of their respective
manufacturers. Features, pricing, availability and specifications are subject to
change without notice.
Note to editors: If you are interested in viewing additional information on
NVIDIA, please visit the NVIDIA Web page at http://www.nvidia.com/News.nsf on
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NVIDIA's corporate information pages.
