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EXHIBIT 99.2
NEWS RELEASE
BROADCOM BUSINESS MEDIA CONTACTS BROADCOM FINANCIAL ANALYST CONTACT
Bill Blanning William Ruehle
949-585-5555 Vice President and
[email protected] Chief Financial Officer
or Eileen Algaze 949-450-8700
949-585-5971 [email protected]
[email protected]
BROADCOM COMPLETES ACQUISITION OF INNOVENT SYSTEMS, INC.
IRVINE, Calif. -- July 19, 2000 -- Broadcom Corporation (Nasdaq: BRCM), the
leading provider of integrated circuits enabling high speed broadband
communications to and throughout the home and business, today announced that it
has completed the acquisition of Innovent Systems, Inc.
Innovent is a pioneer in the development and commercial integration of radio
frequency (RF) integrated circuits for wireless data communications, including
the world's first fully integrated RF transceiver in pure digital CMOS. Innovent
targets low-cost applications requiring short-range wireless connectivity as
embodied by the Bluetooth(TM) and other communications protocols.
In connection with the acquisition, Broadcom issued an aggregate of 2,331,814
shares of its Class A Common Stock in exchange for all outstanding shares of
Innovent Preferred and Common Stock that it did not already own and reserved
613,296 additional shares of Class A Common Stock for issuance upon exercise of
outstanding employee stock options of Innovent. 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.
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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 in its third fiscal quarter (ending
September 30).
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.
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Important factors that may cause such a difference for Broadcom in connection
with the acquisition of Innovent Systems 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 Bluetooth and RF CMOS 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
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 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), Innovent, and the pulse logo are trademarks of Broadcom Corporation
and/or its subsidiaries in the United States and certain other countries.
Bluetooth is a trademark owned by Telefonaktiebolaget LM Ericsson AB and
licensed to participants in the Bluetooth Special Interest Group. All other
trademarks mentioned are the property of their respective owners.
