<PAGE>
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On August 27, 2000, MMC Networks, Inc. disseminated the following press release:
Contacts: Karina Wollesen
William Bendush The Ardell Group
AMCC Vice President and Chief Financial Officer Ph: (650) 569-3806
Ph: (858) 450-9333 Email: [email protected]
Email: [email protected] or
or Kristine Mozes
Richard Yonker Stapleton Communications, Inc.
MMC Vice President, Finance & Chief Ph: (408) 731-1999
Financial Officer Email: [email protected]
Ph: (408) 731-1600
Email: [email protected]
or
Debra Hart
AMCC Investor Relations Manager
Ph: (858) 535-6566
Email: [email protected]
AMCC AND MMC NETWORKS SIGN DEFINITIVE AGREEMENT TO MERGE
The combination expands AMCC's fiber-to-switch connectivity solutions with
addition of network processor, traffic management and switch fabric capabilities
SAN DIEGO, August 27, 2000 - Applied Micro Circuits Corporation (AMCC) (Nasdaq:
AMCC) and MMC Networks (MMC) (Nasdaq: MMCN), today announced that they have
signed a definitive agreement under which MMC will merge with AMCC in a
transaction valued at approximately $4.5 billion, based on AMCC's August 25,
2000 closing stock price.
Under the terms of the agreement, AMCC will issue 0.619 shares of its common
stock for each common share of MMC stock. The transaction is expected to close
in the fourth calendar quarter and will be accounted for as a purchase. The
Boards of Directors of both companies have approved the agreement. The
completion of the transaction is subject to customary closing conditions,
including the approval of MMC's stockholders and the expiration or termination
of the Hart-Scott-Rodino waiting period.
MMC, a fabless semiconductor company located in Sunnyvale, California is the
pioneer and market leader in providing network processors, traffic management
and switch fabric technology. The pending merger is the next logical strategic
step in AMCC's strategy to provide complete solutions in the optical networking
market and to expand into new markets for high-speed communications products.
MMC's platforms are the strategic core of a wide range of switches and routers,
including
Page 1 of 13
<PAGE>
AMCC And MMC Networks Sign Definitive Agreement To Merge
optical networking, web switching, subscriber management, broadband access, and
other communications platforms.
As the market leader in providing complete network processing platforms and
design consulting services, MMC has been shipping product for over five years
and has accumulated 72 major platform wins (usually with multiple sockets per
win) at 44 different customers.
"This powerful merger of two market leaders - MMC and AMCC - creates tremendous
synergy and opportunities for the combined companies in both the optical
networking market and many other emerging platforms at the WAN Edge," said Dave
Rickey, President and Chief Executive Officer of AMCC. "We see MMC's leading
network processors, traffic management and switch fabrics as a perfect
complement to our current product portfolio, including our recent acquisition of
Yuni Networks. There is a new market emerging for intelligent optical
networking systems. With this merger, we can provide the most complete and
powerful integrated circuit solutions for this rapidly growing market."
Doug Spreng, President and Chief Executive Officer of MMC said, "AMCC is the
ideal partner for us. We share a common vision and commitment to delivering
high-performance communications solutions that provide true value to our
customers. AMCC's strength in high-end optical networking, combined with MMC's
intelligent networking solutions, will allow our customers to achieve the
fastest time to market with advanced features."
Doug Spreng, as President of MMC, a subsidiary of AMCC, will report directly to
Dave Rickey and join the AMCC Board of Directors upon completion of the merger.
AMCC and MMC will be hosting a conference call Monday, August 28, 2000, at 8:30
a.m. EDT to discuss the merger. The dial-in numbers are 800-684-4395 or 303-
224-6999. A replay will be available approximately one hour after the
completion of the call for a period of seven days. The replay number is 800-
625-5288 or 303-804-1855. The conference call ID number is 796243.
Page 2 of 13
<PAGE>
AMCC And MMC Networks Sign Definitive Agreement To Merge
About MMC Networks, Inc.
MMC is the market leader in providing total network processing platforms and
services, enabling network and communications equipment vendors to rapidly
develop scalable, feature-rich, cost-effective products. MMC's platforms
include fully programmable, policy-enabled network processors, an open,
extensive software architecture, high-capacity switching fabrics, and integrated
traffic management capabilities, complemented by system design and consulting
services. MMC platforms form the silicon heart of many Layer 2-Layer 7 WAN and
LAN switches and routers, broadband, optical, web switching, subscriber
management, and other communications platforms.
About AMCC
AMCC designs, develops, manufactures, and markets high-performance, high-
bandwidth silicon solutions for the world's optical networks. The Company
utilizes a combination of high-frequency analog, mixed-signal and digital design
expertise coupled with system-level knowledge and multiple silicon process
technologies to offer integrated circuit products that enable the transport of
voice and data over the fiber optics networks. AMCC's corporate headquarters
and wafer fabrication facilities are located in San Diego. Sales and consulting
engineering offices are located throughout the world.
The statements contained in this press release that are not purely historical
are forward-looking statements within the meaning of Section 27A of the
securities Act of 1933 and section 21E of the Securities Exchange Act of 1934.
Such forward-looking statements include, but are not limited to, statements
regarding the likelihood and timing of the closing, the expected benefits of the
merger, the ability of the combined company to successfully develop and supply
products after the merger, and the future growth of the markets served by the
companies. Such forward-looking statements involve risks and uncertainties that
could cause actual results to differ materially from those projected for both
companies. Risks and uncertainties that could cause actual results to differ
materially from such forward-looking statements include, but are not limited to,
risks associated with difficulties in successfully integrating AMCC's and MMC's
businesses and technologies; costs related to the merger; failure to obtain
required stockholder or regulatory approvals of the merger; failure of the
combined company to retain and hire key executives, technical personnel and
other employees; difficulty of successfully managing a large organization;
factors discussed in reports filed by AMCC and MMC with the Securities and
Exchange Commission. The forward-looking statements contained in this news
release are made as of the date hereof and AMCC and MMC do not assume any
obligation to update the reasons why actual results could differ materially from
those projected in the forward-looking statements.
Page 3 of 13
<PAGE>
AMCC And MMC Networks Sign Definitive Agreement To Merge
Where You Can Find More Information
Investors and security holders are urged to read the Proxy Statement/Prospectus
regarding the proposed merger when it becomes available because it will contain
important information about the transaction. The Proxy Statement/Prospectus
will be filed with the Securities and Exchange Commission by AMCC and MMC.
Investors and security holders may obtain a free copy of the Proxy
Statement/Prospectus (when it is available) and other documents filed with the
Commission at the Commission's web site at http://www.sec.gov. The Proxy
------------------
Statement/Prospectus and these other documents may also be obtained for free
from AMCC or MMC.
MMC and its executive officers and directors may be deemed to be participants in
the solicitation of proxies from stockholders of MMC with respect to the
transactions contemplated by the merger agreement. Information regarding such
officers and directors is included in MMC's Proxy Statement for its 2000 Annual
Meeting of Stockholders filed with the Securities and Exchange Commission on
April 27, 2000. This document is available free of charge at the Securities and
Exchange Commission's web site at http://www.sec.gov and from AMCC and MMC.
------------------
For More Information
Visit AMCC's web site at http://www.amcc.com or visit MMC Networks' web site at
-------------------
http://www.mmcnetworks.com.
--------------------------
###
AMCC is a registered trademark of Applied Micro Circuits Corporation.
Page 4 of 13
<PAGE>
On August 27, 2000, Doug Spreng, the President and Chief Executive Officer
of MMC, distributed the following email to MMC employees:
I am excited to announce that we have reached a definitive agreement with AMCC,
a leading communications IC company, to merge the two companies. MMC Networks
will become a wholly owned subsidiary of AMCC but will continue to operate as a
highly identifiable entity, much as we are today.
This is the biggest merger in the history of the communications IC industry and
the most powerful combination to date of two market leaders in this sector. The
announcement will take place on Monday, August 28th at 5:30 am Pacific time.
We will have a live employee meeting and teleconference on Monday at 10:00 am
Pacific time. Audio will be broadcast to all MMC remote sites. The meeting
will feature Dave Rickey, President & CEO of AMCC along with me and will include
a lenghy Q&A session so that all employees will understand the significance of
this event and can learn more about the impact on MMC employees.
This meeting will be mandatory for all employees. All managers should make sure
their entire workgroups are in attendance.
Although there will only be audio available at remote sites, we will e-mail a
copy of mine and Dave's presentations so that all employees can follow the
presentation.
I am looking forward to sharing this exciting event with you!
On August 28, 2000, MMC used the following slide presentation in connection
with its employee meeting:
Slide 1:
AMCC and MMC Networks to Merge!
Deal Value: $4.5B; largest in the industry
Exchange ratio of .62=$116 per MMCN share
Non-dilutive
Powerful, complementary combination of market leaders
[logos of AMCC and MMC]
Slide 2:
Why merge?
Industry Consolidation is Happening
PMC- Sierra bought Extreme Packet Devices
Broadcom bought NewPort Systems
Vitesse bought SiTera & Orologic
Motorola bought C Port
Intel
Page 5 of 13
<PAGE>
IBM
[logos of AMCC and MMC]
Slide 3:
Not about "full product lines" but scale
Maximize customer time to market with full solutions (e.g. AMCC/MMC OC-48, OC-
192 reference designs)
De-risk financial performance
Leverage vast resources
Buy whomever you want
Optimize systems and silicon integration
[logos of AMCC and MMC]
Slide 4:
The WAN Edge is moving to "intelligent optical networks"
Over half of our recent design wins are optical
Next gen systems are OC-48 & OC-192
Complete "fiber to the core" solutions with totally complementary product lines
[logos of AMCC and MMC]
Slide 5:
20Gbps+switch/router-IC block diagram
[Schematic follows: Two parallel rows of rectangles containing the words optics
& PMD, PHY and Framer under which AMCC is written; followed by two parallel rows
of rectangles containing the words network processor and traffic manage under
which MMCN is written; followed by a taller rectangle containing the words
SerDes under which AMCC is written; followed by a similar rectangle containing
the word Fabric under which AMCC and MMCN are written. All the rectangles are
connected by arrows.]
100% complementary product offerings!
[logos of AMCC and MMC]
Slide 6:
4 *OC48c Line card - Q2'01
[Schematic follows: A column of four boxes with the words SFF and optics in
each one; followed by a tall rectangle with the word S3509 in it; Followed by a
tall rectangle with the word Ganges (S19202) in it; followed by a column of four
boxes with the words nP7250 in them; followed by a column of four boxes with the
words nPX and 5720 in them; followed by a long rectangle with the word S25xx in
it. The various boxes and rectangles are interconnected by arrows.]
[logos of AMCC and MMC]
================================================================================
Page 6 of 13
<PAGE>
Slide 7:
AMCC & MMC- A great Fit
AMCC revenue run rate: $300M
Similar growth rates (more than 100% per year)
Combined market cap: more than $25B
Market leader in their segment
Aggresive, highly competitive culture
Highly profitable, well regarded by the Street
Strong in key technologies
Systems sales approach
They understand and value our contribution
[logos of AMCC and MMC]
Slide 8:
What about us?
MMC Networks will continue to operate as a quasi-independent entity within AMCC
Retain focus on our business, but
Leverage the combined strengths of the new company (sales, products,
operations)
I will continue to manage MMC Networks and assume a seat on the AMCC Board
For most of you, your jobs will remain the same, only the stock symbol will
change
[logos of AMCC and MMC]
================================================================================
On August 28, 2000, MMC used the following script in connection with its
analyst/investor conference call:
CONFERENCE CALL SCRIPT
MMC Networks Merger
August 28, 2000
(OPERATOR INTRODUCES BILL BENDUSH)
(BILL)
Thank you and good morning, everyone. By now, all of you should have received
the press release that was issued yesterday regarding the execution of a merger
agreement between AMCC and MMC Networks. On the call with
Page 7 of 13
<PAGE>
me today to discuss this merger, are Dave Rickey - President and CEO of AMCC,
Doug Spreng -President and CEO of MMC Networks, Andy Gottlieb -VP Marketing of
MMC, and Brent Little, VP Marketing of AMCC.
During the course of the conference call, we may make projections or other
forward-looking statements regarding events or the future financial performance
of the companies. Such forward looking statements include, but are not limited
to, statements regarding the likelihood and timing of the closing, the expected
benefits of the merger, the projected financial performance of the combined
companies, the ability of the combined company to successfully develop and
supply products after the merger, and the future growth of the markets served by
the companies. We wish to caution you that actual results may differ materially
from these forward-looking statements, due to a number of risks and
uncertainties. For a more detailed discussion of these factors, we refer you to
both companies' SEC filings including Annual Reports on Form 10-K for the most
recent fiscal year ends and to the Proxy Statement/Prospectus regarding this
merger, when available.
Terms, Accounting Treatment & Financial Impact
Before I turn the call over to Dave, I'd like to briefly discuss the terms,
accounting treatment, and financial impact of this merger.
Under the terms of the merger agreement AMCC will issue 0.619 (zero point
six one nine) shares of its common stock for each common share of MMC stock in a
tax-free, stock-for-stock exchange. As a result, MMC Networks shareholders and
option holders will receive approximately 24.5 million shares of AMCC common
stock, or 14.5% of the combined company in exchange for all the shares and
options of MMC. Based upon AMCC's Friday closing price of $188.56 per share,
this represents a valuation of approximately $4.5 billion. Subject to
regulatory and MMC shareholder approvals, we expect to close this transaction in
the fourth calendar quarter of this year.
We will account for this merger as a purchase. As a result, this
transaction will generate non-operating acquisition charges, such as the
amortization of intangibles, stock compensation and acquired in process R&D
write-offs. These non-operating acquisition charges will be excluded from the
pro-forma earnings we now report quarterly.
Exclusive of the impact of the purchase accounting related charges I just
discussed, we expect this merger to be non-dilutive, even assuming no cost
synergies, from our very first quarter of combined operations. In addition, the
combined companies will have reduced customer concentrations.
Page 8 of 13
<PAGE>
I would now like to turn the call over to Dave.
[DAVE]
Thank you Bill.
I am thrilled that AMCC and MMC have decided to join forces. As you know, AMCC
is a high-bandwidth silicon supplier, focused on network transport, core and
edge applications. MMC Networks is a fabless silicon company which is focused
on the WAN edge. Hence, our two companies are already headed on a synergistic
and complementary product-development strategy which intersects at the WAN edge.
Because merchant silicon is in its infancy at the higher layers of the network,
there are a dizzying array of venture-backed start-ups, jockeying for position
in these emerging markets. These companies are often very early stage, often
pre-revenue, perhaps with a handful of real design wins. They may be scooped up
----
for more than a billion dollars, even while a great deal of risk and "battle-
hardening" lies ahead for these untested engineering start-ups.
This is why I am so excited to join with MMC Networks. MMC is the pioneer in
merchant silicon for network-processor, traffic-management and switch-fabric
chips. MMC has traction. MMC's nearly 200 designers build network processing,
traffic management and switch fabric chips. MMC has 44 revenue-generating
customers, both tier-1s and start-ups. MMC's 72 platform design wins are
supported by over 40 applications engineers. Many investors underestimate the
importance of this "holistic" approach to the business. Design engineering
alone is necessary, but not sufficient, to win the day. Designers in these
-
markets must be complemented with strong technical sales, marketing,
architecture and applications support every step of the way.
I believe that AMCC and MMC together will enable the near-term development of
the most complete solutions available in the market, all the way from fiber to
switch, from OC-3 through OC-192. Today's total headcount for the two companies
is about 850 including about 500 engineers. AMCC's optical networking
experience, combined with MMC's intelligent networking experience, forms the
industry's most complete combination for the emerging "intelligent optical"
network. The products of the two companies are highly complementary. We believe
that we will be able to offer our customers a significant time to market
advantage by providing complete hardware and software designs and coordinated
customer support. We see MMC's WAN edge focus as an ideal complement to our
YuniNetworks core switch fabric. In fact, when you consider AMCC's arsenal, our
combined products will provide complete PMD, physical layer, framer, network
processor, traffic management and switch fabric offerings at the highest speeds
in the optical network. We believe that the total available market that the
combined company will address should exceed $6 billion by 2003. We intend to
have a major share of this TAM.
Page 9 of 13
<PAGE>
As Bill said earlier, we expect this combination will be non-dilutive from the
very start. Beyond that, I expect that this acquisition positions the combined
companies to be an industry growth and profit leader, and the leader in
---
"intelligent optical" Comm IC solutions.
By way of summary, then, the combination of AMCC and MMC Networks is
compelling for the following reasons:
1) Both companies have embarked on a highly complementary product strategy,
intersecting at the WAN edge.
2) The addressable TAM for the combined entity is $6 billion in 2003.
3) The companies have an established track record in their respective markets.
4) As the higher layers continue evolving from customer-ASIC to merchant
silicon, the same benefits which AMCC is now realizing from its 1999 Cimaron
acquisition will become evident, benefits like one-stop shopping, and
collapsing time to market for our customers.
There is one other compelling benefit to AMCC, and that is the high-quality
talent of MMC Networks. To cite just two individuals, Doug Spreng and Alex
Joffe are a coup for AMCC. Doug brings years of systems-level industry
leadership, and a veteran perspective to the company. And Alex, as a founder,
CTO and the pioneer in the network-processor market, adds significant networking
architectural expertise.
Upon the closing of the merger, Doug will remain President and CEO of MMC
which will be a subsidiary of AMCC. He will also be joining me as a member of
AMCC's board of directors. Now I will turn the call over to Doug for his
comments.
Page 10 of 13
<PAGE>
(DOUG)
Thank you, Dave.
Many of you out there who have been following MMC Network's fortunes for the
last year or so may be asking: why AMCC and why now? After a difficult
transition late last year, our revenues are recovering nicely and our stock
price has followed. We are the pioneer and market leader in the rapidly growing
market segment of network processors, traffic management and switch fabrics and
have been racking up an impressive set of design wins for some time now. One
could imagine that we could go it alone and do quite well. All of which is
quite true. So, we didn't have to do this deal; we chose to do it for a number
---- -----
of fundamental business reasons.
The rapid consolidation of the communications IC business this past year has not
gone unnoticed and history has shown that when powerful companies come together
strategically in an environment like this, the results can be dramatic.
Basically, it comes down to a matter of scale: maximizing customer time to
market with a set of full solutions, leveraging resources, the ability to buy
whomever you want when you need to and the long term ability to optimize system
and silicon integration. We realized that we couldn't do all these things by
ourselves and needed to ally with a powerful partner to optimize the long term
success for our employees and our shareholders.
At the same time, we were shifting our business model from LAN switching to the
WAN Edge, with over half of our design wins this past year in the optical
networking sector. As we looked at where we were going and the relative
positions of the major companies in our industry, AMCC stood out as a near
perfect fit.
Their products completely complemented our own and they were well positioned as
a market leader in a space that was highly strategic to us. They had a similar
view of how to develop and sell systems solutions just like we did. And, very
importantly, they had thoroughly evaluated the industry and recognized that our
value went well beyond a few
Page 11 of 13
<PAGE>
more products in their product line, but as a strategic asset for the combined
companies.
On the financial side, our growth rates were similar and the market cap of the
combined companies would allow any of the acquisitions we could contemplate.
They were very profitable and highly regarded by the investment community.
As we discussed the possibilities over the last several months, we got
increasingly excited about how the directions of the two companies were
converging on a vision of an "intelligent optical edge". We determined that we
could deliver complete solutions to our mutual customers from the fiber to the
very core of the switch/router. This was the strategic connection we were
looking for in a partner.
Finally, we found that the two cultures were a great fit as well. Both companies
believe in a high degree of focus with an inclination to attack the market, not
just participate in it. And, thanks to Dave, who wants us to operate within AMCC
much the same as if we were a separate company, we can retain our passion for
our business and pursue it with the same fervor as we have been.
I couldn't be more pleased about this outcome and intend to spend the next
several years of my career working with Dave to build an even greater company
around this powerful combination. Back to you, Dave.
(DAVE)
Conclusion of Prepared Remarks
Thanks, Doug. This concludes our prepared remarks. At this time, I'd like to
open the call to questions.
[Q&A SESSION]
Conclusion of Call (after Q&A, and Operator turns call back to Bill)
Page 12 of 13
<PAGE>
[BILL]
Thank you for participating in the Conference call. A replay of this call will
be available in approximately one hour, at the number noted in the press
release. You may also obtain details on how to access the replay by refering to
our web site, www.amcc.com.
Page 13 of 13
