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EXHIBIT 99.2
NEWS RELEASE
BROADCOM BUSINESS MEDIA CONTACTS BROADCOM FINANCIAL ANALYSTS CONTACT
Bill Blanning or Eileen Algaze William Ruehle
Corporate Communications Dept Vice President and Chief Financial Officer
949-450-8700 949-450-8700
[email protected] [email protected]
[email protected]
BROADCOM COMPLETES ACQUISITION OF PIVOTAL
TECHNOLOGIES CORP.
IRVINE, Calif. - May 31, 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 Pivotal Technologies Corp.
Pivotal Technologies is a fabless semiconductor company developing and marketing
high-performance communications links for both wired and wireless environments.
Pivotal has developed both single and dual link Digital Visual Interface (DVI)
transmitters and receivers, as well as proprietary and scalable radio frequency
(RF) CMOS solutions for the wireless communications marketplace.
In connection with the acquisition, Broadcom issued an aggregate of 1,895,823
shares of its Class B Common Stock in exchange for all outstanding shares of
Pivotal Preferred and Common Stock and reserved 43,419 additional shares of
Class B Common Stock for issuance upon exercise of outstanding employee stock
options of Pivotal. 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 as a pooling of interests.
Broadcom's financial reports for the second fiscal quarter of 2000 (ending June
30) and prior periods will reflect the effect of the acquisition. The company
expects to record a one-time charge in the second quarter to cover related
expenses.
Shares of Broadcom's Class B Common Stock are identical to Broadcom Class A
Common Stock except for certain voting rights, may be converted into Class A
Common Stock at any time at the holder's option, and are automatically converted
into Class A Common Stock upon sale and most other transfers. Broadcom's Class A
Common Stock is traded on the Nasdaq National Market(R); the Class B Common
Stock is not publicly traded.
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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, and digital subscriber line (xDSL). 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 Pivotal Technologies Corp. 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 DVI 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
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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 recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, recent
Current Reports on Form 8-K, 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), Pivotal 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 owners.
