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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 Dept. Vice President and
949-450-8700 Chief Financial Officer
[email protected] 949-450-8700
[email protected] [email protected]
BROADCOM COMPLETES ACQUISITION OF ALTIMA COMMUNICATIONS
IRVINE, Calif. - September 8, 2000 - Broadcom Corporation (Nasdaq: BRCM), the
leading provider of integrated circuits enabling high speed broadband
communications, today announced that it has completed the acquisition of Altima
Communications, Inc.
Altima is a leading supplier of networking integrated circuits (ICs) for the
small-to-medium business (SMB) networking market. Altima's product portfolio has
been designed and optimized for the value-oriented SMB customer, with emphasis
on low power, small footprint, and low system cost.
Broadcom plans to operate Altima as a wholly-owned subsidiary and to retain the
Altima(TM) name for the SMB product line.
In connection with the acquisition, Broadcom issued an aggregate of 1,661,784
shares of its Class A Common Stock in exchange for all outstanding shares of
Altima Preferred and Common Stock and reserved 875,111 additional shares of
Class A Common Stock for issuance upon exercise of outstanding employee stock
options of Altima. The share issuances were exempt from registration pursuant to
section 3(a)(10) of the Securities Act of 1933, as amended. Portions of the
shares issued will be held in escrow pursuant to the terms of the acquisition
agreement as well as various employee share repurchase agreements.
The merger transaction will be accounted for under the purchase method of
accounting. 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).
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In addition to the purchase consideration, Broadcom reserved 2,889,667 shares of
its Class A Common Stock for future issuance to customers upon the exercise of
outstanding Altima performance-based warrants that become exercisable upon
satisfaction of certain customer purchase requirements.
ABOUT BROADCOM
Broadcom Corporation is the leading provider of highly integrated silicon
solutions that enable broadband digital transmission of voice, video, and data.
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 local, metropolitan and wide area
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 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 Altima Communications 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
our present and future customers and end-users adopt Broadcom's technologies and
products in the markets for Ethernet networking products; 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
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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 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 "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 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), Altima and the pulse logo are trademarks of Broadcom Corporation
and/or its subsidiaries in the United States and certain other countries. All
other trademarks mentioned are the property of their respective owner.
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