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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 Chief Financial Officer
949-450-8700 949-450-8700
[email protected] [email protected]
[email protected]
BROADCOM COMPLETES ACQUISITION OF NEWPORT COMMUNICATIONS
IRVINE, Calif. - October 3, 2000 - Broadcom Corporation (Nasdaq: BRCM), the
leading provider of integrated circuits enabling broadband communications, today
announced that it has completed the acquisition of NewPort Communications, Inc.
NewPort Communications designs and develops high-performance integrated circuits
for optical communications. Its product portfolio includes OC-48 and OC-192
SONET transceivers, framers, Serial 10 Gbps Ethernet and the world's highest
speed SerDes technology. NewPort is based in Irvine.
In connection with the acquisition, Broadcom issued an aggregate of 5,211,050
shares of its Class A Common Stock in exchange for all outstanding shares of
NewPort Communications Preferred and Common Stock and reserved 411,088
additional shares of Class A Common Stock for issuance upon exercise of
outstanding employee stock options of NewPort. 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 charge for purchased
in-process research and development expenses related to the acquisition in its
fourth fiscal quarter, ending December 31 (rather than in its third fiscal
quarter as previously advised).
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
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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 NewPort 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
present and future customers and end-users adopt our technologies and products
in the markets for optical communications integrated circuits; 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;
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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, 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), NewPort Communications, 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.
