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EXHIBIT 99.1
NEWS RELEASE
BROADCOM BUSINESS MEDIA CONTACTS INNOVENT CONTACTS
Bill Blanning or Eileen Algaze Henry Rael
Corporate Communications Dept Innovent Systems, Inc.
949-450-8700 310-383-0411
[email protected] [email protected]
[email protected]
Mike Sottak
BROADCOM FINANCIAL ANALYST CONTACT Wired Island, Ltd.
William Ruehle 954-632-1952
Vice President and Chief Financial Officer [email protected]
949-450-8700
[email protected]
BROADCOM CORPORATION TO ACQUIRE INNOVENT SYSTEMS, INC.,
A LEADING DEVELOPER OF BLUETOOTH(TM) ICS AND PIONEER OF
LOW-COST CMOS RF WIRELESS TECHNOLOGIES
IRVINE, Calif. and Monte Carlo, Monaco (Bluetooth Congress 2000) -- June 13,
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 signed a definitive agreement to
acquire Innovent Systems, Inc., a pioneer in the development and commercial
integration of radio frequency (RF) integrated circuits for short-range wireless
data communications, including the world's first fully integrated RF transceiver
in pure digital CMOS.
Innovent's recently announced Blutonium(TM) family of Bluetooth(TM) transceivers
and systems extends Broadcom's communications leadership firmly into the
wireless space, specifically the short-range market which analysts estimate will
be a multi-billion dollar industry in the next few years. Innovent's
patent-pending implementation of RF technology in a standard digital CMOS
integrated circuit process provides significant cost and manufacturing
advantages for short-range wireless products.
The company's Blutonium product line combines RF, baseband, systems and software
expertise to enable products targeting Bluetooth applications in Personal Area
Networks (PANs) and wireless Local Area Networks (LANs), including home
networks. The chips enable high-performance short-range wireless communications
between devices and equipment ranging from personal digital assistants and cell
phones to personal computers, smart telephones and other peripherals in the home
and workplace. The first member of the Blutonium family, a CMOS Bluetooth RF
transceiver, is available now for sampling to qualified customers.
"The acquisition of Innovent demonstrates Broadcom's intention to be a
formidable competitor in wireless markets worldwide," said Dr. Henry T. Nicholas
III, Broadcom's president and CEO. "Integrating Innovent's capabilities in CMOS
RF and Bluetooth with our expertise in mixed-
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signal, home networking, high speed networking and broadband communications
technologies provides Broadcom with a powerful platform to address the rapidly
growing wireless marketplace."
Broadcom has supported the El Segundo, Calif.-based business through a
seed-stage investment, collaborative research and development, and has had close
ties with the company from Innovent's inception in 1999. Broadcom presently owns
approximately 13 percent of Innovent.
"The long-term academic and working relationship between Broadcom and the
co-founders of Innovent enhances the synergy of the acquisition," said Dr. Henry
Samueli, co-founder and chief technical officer of Broadcom. "From our shared
research roots at UCLA to a strategic investment partnership and now a merger of
our businesses and top engineering talent, we believe the combined teams of both
companies will continue to offer groundbreaking technology to an exploding
marketplace in both wired and wireless communications."
Nicholas added: "This acquisition is indicative of Broadcom's ability to
identify and support high-potential early-stage enterprises that have built
enormously talented engineering staffs working on leading edge technology and
products for high growth markets. Given our long relationship with Reza and
Maryam Rofougaran, Innovent's founders, we are especially gratified by
Innovent's success."
Personal Area Networks are emerging with the increased use of wireless
electronic devices. PANs allow users to transfer information among multiple
devices including cell phones, personal digital assistants and laptops,
facilitating data sharing, data coordination and mobile communications using the
emerging Bluetooth protocol. Innovent's core technology will also be targeted at
other wireless applications and market segments, including home networking and
wireless LANs.
"The combination of Innovent's extensive experience in CMOS RF chip development
and Broadcom's business and technical strengths in broadband communications will
create unique, world-class solutions for the rapidly growing wireless product
arena," said Dr. William T. Colleran, Innovent's president and CEO. "Broadcom's
market presence and business infrastructure will accelerate Innovent's ability
to bring our Blutonium line of wireless chips to a market that is eager to
implement this technology in real products."
Innovent and Broadcom will have a number of product demonstrations at the
Bluetooth Congress 2000 in Monte Carlo this week, including full wireless
Internet web browsing incorporating video and audio streaming across a Bluetooth
link implemented with Innovent's low-cost CMOS RF transceiver.
In connection with the acquisition, Broadcom will issue an aggregate of
approximately 3.0 million shares of its Class A Common Stock in exchange for all
outstanding shares of Innovent Preferred and Common Stock and upon exercise of
outstanding employee stock options and other rights of Innovent. 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
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companies have approved the merger, which awaits approval by Innovent
shareholders and the satisfaction of regulatory requirements and other customary
closing conditions. In connection with the transaction, 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 INNOVENT SYSTEMS
Innovent Systems, Inc., founded in January 1999 by Dr. Reza Rofougaran and
Maryam Rofougaran, develops high-performance systems for short-range wireless
data communications. The company enables its OEM customers by offering complete
solutions comprising all necessary system functions: RF circuits, digital
baseband processors and protocol software/firmware. Innovent differentiates
itself by providing fully integrated, single-chip Complementary Metal Oxide
Semiconductor (CMOS) transceivers and modular, scalable baseband processors to
enable solutions at low cost. The company delivers compelling products by
leveraging its proprietary intellectual property, including systems
architectures and design techniques for CMOS RF integrated circuits, error-free
signal coding, advanced modulation techniques, and wireless networking
protocols. Innovent targets applications requiring short-range wireless
connectivity as embodied by the Bluetooth and other communications protocols.
For more information, visit www.innoventsystems.com.
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 line
(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 and Innovent'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 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) and the pulse logo are trademarks of Broadcom Corporation and/or its
subsidiaries in the United States and certain other countries. Innovent and
Blutonium are trademarks of Innovent Systems, Inc. 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.
