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EXHIBIT 99.1
NEWS RELEASE
BROADCOM BUSINESS MEDIA CONTACTS BROADCOM FINANCIAL ANALYST CONTACT
Bill Blanning or Eileen Algaze William Ruehle
Corporate Communications Department Vice President and Chief
949-450-8700 Financial Officer
[email protected] 949-450-8700
[email protected] [email protected]
SILICON SPICE CONTACT
Ian Eslick, founder
650-567-7889
[email protected]
BROADCOM TO ACQUIRE SILICON SPICE INC.,
A LEADING DEVELOPER OF GATEWAY AND CARRIER ACCESS CHIPSETS
Breakthrough Communications Processor Architecture Provides 10x Density
Improvement in the Transport of Voice, Video and Data over Packet Networks
IRVINE, Calif. - August 7, 2000 - Broadcom Corporation (Nasdaq: BRCM), the
leading provider of integrated circuits enabling broadband communications, today
announced that it has signed a definitive agreement to acquire Silicon Spice
Inc.
Silicon Spice, a private company based in Silicon Valley, is developing
semiconductor technology, software and development tools for high-density voice,
fax and data packet transport over wide area networks (WANs). Silicon Spice's
products are targeted for communications equipment manufacturers of carrier
gateways, access gateways and remote access concentrators.
Silicon Spice provides the core-processing engine within the gateway and access
devices, which connect the traditional public-switched-telephone network to
packet-based networks such as the Internet. Cisco Systems, a market leader for
this equipment, is a customer and early investor in Silicon Spice.
"This transaction highlights a new class of devices which Forward Concepts
defines as access communications processors," said Will Strauss, president of
Forward Concepts, a leading analyst for the digital signal processing industry.
"Generally, we believe that access communications processors will have an even
greater impact on the communications market than network processors have had.
Specifically, we believe that the access communications processors offered by
Silicon Spice could be as important to carrier access and gateway devices as the
Pentium was to the PC."
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Silicon Spice's innovative communications processor will enable Broadcom to
enter new markets in the rapidly expanding Internet Protocol (IP) and ATM
packet-based networks with flexibility for Any-Service-Any-Port (ASAP). This
processor will enable Internet service providers (ISPs), Internet telephony
service providers (ITSPs), competitive/incumbent local exchange carriers
(C/ILECs) and inter-exchange carriers (IXCs) to deliver voice and data services
simultaneously over a unified data network with the highest density of voice
channels in the industry.
Silicon Spice has invented a new signal processing architecture which when
implemented within carrier access systems and gateways can surpass the density,
power dissipation, and remote provisionability of any existing voice-over-packet
network solution. Using novel architectural techniques that include
reconfigurable adaptive instruction sets, hierarchical DSP multi-processing, and
hybrid RISC/DSP implementation, Silicon Spice has demonstrated the highest
channel densities ever achieved in a single-chip.
"The acquisition of Silicon Spice and its communications processor technology
leverages the installed base of our xChange(TM) Voice-over Internet Protocol
software which is already deployed in many carrier access systems and IP
gateways throughout the world," said Dr. Henry T. Nicholas III, President and
CEO of Broadcom. "This unique combination will enable Broadcom to provide the
highest density packet telephony silicon and software solutions to our
customers. We are also pleased to be adding Vinod Dham, well known for leading
the Intel Pentium(R) program, to our management team. Vin brings to Broadcom
many years of industry experience in delivering advanced silicon-level systems."
"We're excited about combining forces to address this fast-growing market
opportunity in carrier access and IP gateways," said Vinod Dham, Chairman,
President and CEO of Silicon Spice. "With Broadcom's critical mass, we can now
extend the architecture to address other DSP-centric markets such as multiport
DSL and 3G wireless base stations."
In connection with the acquisition, Broadcom will issue in aggregate about 5.0
million shares of its Class A Common Stock in exchange for all outstanding
shares of Silicon Spice Preferred and Common Stock and upon exercise of
outstanding employee stock options, warrants and other rights of Silicon Spice.
The merger transaction is expected to close within 60 days and will be accounted
for under the purchase method of accounting. The boards of directors of both
companies have approved the merger, which awaits approval by Silicon Spice's
shareholders and the satisfaction of regulatory requirements and other customary
closing conditions. Broadcom expects to record a one-time write-off for
purchased in-process research and development expenses related to the
acquisition in its third fiscal quarter (ending September 30).
ABOUT SILICON SPICE
Silicon Spice Inc. is a privately held company, developing semiconductors and
software for converging voice and data networks built on Internet technology.
Its silicon-level systems provide a platform that enables networking and
telecommunications systems companies to accelerate time-to-market and deliver
the highest density multi-service solutions. Silicon Spice is headquartered in
Mountain View, Calif. and has sales offices in Mountain View, Boston and
Stockholm. For more information, visit www.silicon-spice.com.
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ABOUT BROADCOM
Broadcom Corporation is the leading provider of highly integrated silicon
solutions that enable broadband digital transmission of voice, video and data to
and throughout the home and within the business enterprise. Using proprietary
technologies and advanced design methodologies, the company designs, develops
and supplies integrated circuits for a number of the most significant broadband
communications markets, including the markets for cable set-top boxes, cable
modems, high-speed office networks, home networking, Voice over Internet
Protocol (VoIP), residential broadband gateways, direct broadcast satellite and
terrestrial digital broadcast, optical networking, digital subscriber lines
(xDSL) and wireless communications. Broadcom is headquartered in Irvine, Calif.,
and may be contacted at 949-450-8700 or at www.broadcom.com.
SAFE HARBOR STATEMENT OF BROADCOM CORPORATION UNDER THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995:
This release may contain forward-looking statements based on our current
expectations, estimates and projections about our industry, management's
beliefs, and certain assumptions made by us. Words such as "anticipates,"
"expects," "intends," "plans," "believes," "seeks," "estimates," "may," "will"
and variations of these words or similar expressions are intended to identify
forward-looking statements. In addition, any statements that refer to
expectations, projections or other characterizations of future events or
circumstances, including any underlying assumptions, are forward-looking
statements. These statements are not guarantees of future performance and are
subject to certain risks, uncertainties and assumptions that are difficult to
predict. Therefore, our actual results could differ materially and adversely
from those expressed in any forward-looking statements as a result of various
factors.
Important factors that may cause such a difference for Broadcom in connection
with the acquisition of Silicon Spice include, but are not limited to, the risks
inherent in acquisitions of technologies and businesses, including the timing
and successful completion of technology and product development through volume
production, integration issues, costs and unanticipated expenditures, changing
relationships with customers, suppliers and strategic partners, potential
contractual, intellectual property or employment issues, accounting treatment
and charges, and the risks that the acquisition cannot be completed successfully
or that anticipated benefits are not realized; the rate at which present and
future customers and end-users adopt Broadcom's and Silicon Spice's technologies
and products in the markets for WAN packet transmission; delays in the adoption
and acceptance of industry standards in the foregoing markets; the timing of
customer-industry qualification and certification of our products and the risks
of non-qualification or non-certification; the timing, rescheduling or
cancellation of significant customer orders; the loss of a key customer; the
volume of our product sales and pricing concessions on volume sales; silicon
wafer pricing and the availability of foundry and assembly capacity and raw
materials; the qualification, availability and pricing of competing products and
technologies and the resulting effects on sales and pricing of our products;
intellectual property disputes and customer indemnification claims; fluctuations
in the manufacturing yields of our third party semiconductor foundries and other
problems or delays in the fabrication, assembly, testing or delivery of our
products; our ability to specify, develop or acquire, complete, introduce,
market and transition to volume production new products and technologies in a
timely manner; the effects of new and emerging technologies; the effectiveness
of our product cost reduction efforts; the risks of producing products with new
suppliers and at new fabrication and assembly
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facilities; problems or delays that we may face in shifting our products to
smaller geometry process technologies and in achieving higher levels of design
integration; the risks and uncertainties associated with our international
operations; our ability to retain and hire key executives, technical personnel
and other employees in the numbers, with the capabilities, and at the
compensation levels needed to implement our business and product plans; changes
in our product or customer mix; the quality of our products and any remediation
costs; the effects of natural disasters and other events beyond our control; the
level of orders received that can be shipped in a fiscal quarter; potential
business disruptions, claims, expenses and other difficulties resulting from
residual "Year 2000" problems in computer-based systems used by us, our
suppliers or our customers; general economic conditions and specific conditions
in the markets we address; and other factors.
Our Annual Report on Form 10-K, recent and forthcoming Quarterly Reports on Form
10-Q, recent Current Reports on Forms 8-K and 8-K/A, and other Securities and
Exchange Commission filings discuss some of the important risk factors that may
affect our business, results of operations and financial condition. We undertake
no obligation to revise or update publicly any forward-looking statements for
any reason.
Broadcom(R) and the pulse logo are trademarks of Broadcom Corporation and/or its
subsidiries in the United States and certain other countries. Silicon Spice is a
trademark of Silicon Spice Inc. in the United States and certain other
countries. Pentium is a trademark of Intel Corporation. All other trademarks
mentioned are the property of their respective owners.
