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EXHIBIT 99.1
NEWS RELEASE
BROADCOM MEDIA CONTACTS BROADCOM FINANCIAL ANALYST CONTACT
Bill Blanning William J. Ruehle
Eileen Algaze Vice President and Chief Financial Officer
Corporate Communications 949-450-8700
949-450-8700 [email protected]
[email protected]
[email protected]
BROADCOM COMPLETES ACQUISITION OF SIBYTE, INC.
IRVINE and SANTA CLARA, Calif. -- December 18, 2000 -- Broadcom Corporation
(Nasdaq: BRCM), the leading provider of integrated circuits enabling broadband
communications, today announced that it has completed the acquisition of Santa
Clara-based SiByte, Inc.
SiByte is a leading developer of high-performance, highly integrated processor
chips for networking and communications applications. Its network processors
will complement Broadcom's Internet Protocol (IP) switches, communications
Digital Signal Processors, IP security solutions and physical layer transmission
products to create the industry's most comprehensive portfolio of products for
the networking and Internet infrastructure markets.
In connection with the acquisition, Broadcom issued or reserved for future
issuance an aggregate of 7,469,496 shares of its Class A common stock in
exchange for all outstanding shares of SiByte's preferred and common stock and
upon exercise of outstanding employee stock options and other rights of SiByte.
The consideration includes Broadcom Class A common stock reserved for future
issuance to customers upon the exercise of outstanding performance-based
warrants of SiByte that become exercisable upon satisfaction of certain customer
purchase requirements. If certain internal performance goals are satisfied, the
stockholders and option holders of SiByte will receive up to 3,751,878
additional shares of Broadcom Class A common stock. 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 will record a one-time charge for purchased in-process
research and development expenses related to the acquisition in its fourth
fiscal quarter, ending December 31.
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
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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), carrier access, 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 SiByte, Inc. 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; general economic conditions and
specific conditions in the markets we address; the rate at which present and
future customers and end-users adopt Broadcom's technologies and products in the
markets for high-performance microprocessors and network processors; 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 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
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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; and other factors.
Our Annual Report on Form 10-K, 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), SiByte and the pulse logo are trademarks of Broadcom Corporation
and/or its affiliates in the United States and certain other countries. All
other trademarks mentioned are the property of their respective owners.
