<PAGE> 1
EXHIBIT 99.1
NEWS RELEASE
BROADCOM BUSINESS MEDIA CONTACTS BROADCOM FINANCIAL ANALYST CONTACT
Bill Blanning or Eileen Algaze William Ruehle
Corporate Communications Department Vice President and Chief Financial Officer
949-585-5555 or 949-585-5971 949-450-8700
[email protected] [email protected]
[email protected]
SIBYTE CONTACT
Leo A. Joseph
Vice President and Co-Founder
408-845-6600
[email protected]
BROADCOM CORPORATION TO ACQUIRE SIBYTE, INC.,
LEADING DEVELOPER OF HIGH-PERFORMANCE MICROPROCESSOR SOLUTIONS
FOR BROADBAND NETWORKING
Leverages MIPS(R)64-Bit Industry-Standard Architecture for
Network Processing in LAN and WAN Applications
1.0 GigaHertz Processor Core at Less than 2.5 Watts Targets
Twice the Performance with Twice the Power Efficiency of Any
Existing Embedded Core
IRVINE and SANTA CLARA, Calif. - November 6, 2000 - Broadcom Corporation
(Nasdaq: BRCM), the leading provider of integrated circuits enabling broadband
communications, today announced that it has signed a definitive agreement to
acquire SiByte, Inc. SiByte, based in Santa Clara, is developing a new
generation of high-performance, highly integrated processor chips for networking
and communications applications.
SiByte's high-performance 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.
SiByte's use of the industry-standard MIPS architecture in network processing
has gained significant momentum in the marketplace. SiByte has already achieved
multiple design wins and has been awarded firm multi-year purchase contracts for
total quantities in excess of 1.3 million units at multi-hundred dollar average
selling prices (ASPs) from top-tier networking equipment suppliers.
<PAGE> 2
With Internet traffic doubling every four to six months, and the migration of
voice networks from circuit-based to packet-based architectures, networking
devices such as routers, switches and remote access servers (RAS) are facing a
tremendous processing overload. SiByte's products will provide the
high-performance processing required to manipulate, manage, and move data at
line rates ranging from 1.0 Gigabit-per-second (Gbps) up to 40 Gbps (OC-768).
Their System-on-a-Chip (SOC) solutions will be targeted for use in the fastest
growing segments of the networking and communications markets, including
high-speed Local Area Networks (LANs), Metropolitan Area Networks (MANs), Wide
Area Networks (WANs), Voice over Internet Protocol (VoIP) gateways, optical
networking and wireless communications.
SiByte's premier product is the Mercurian(TM), a family of high-performance,
low-power processor solutions designed specifically to meet the needs of
next-generation networks. SiByte's Mercurian processors will deliver all four of
the ingredients essential for embedded broadband network processors: very high
performance, low power, high integration of network-centric functions, and
programmability based on an industry-standard instruction set architecture. At
the heart of the Mercurian processor on SiByte's SB-1 core, a MIPS 64-bit
superscalar CPU core capable of operating at frequencies up to 1.0 GigaHertz
(GHz).
The SiByte SB-1 core supports a quad-issue pipeline, which can dispatch up to
two memory and two ALU (integer or floating point) instructions per cycle. A 32K
Data Cache and a 32K Instruction Cache are built into the core, each 4-way
associative. Based on benchmark simulation results, the SB-1 delivers more than
2200 Dhrystone 2.1 Mips (millions of instructions per second) at 1.0 GHz. This
translates to more than 800 Mips/Watt, making it the world's most
power-efficient core in its performance class. The SB-1 also has features to
support multi-processing, an important capability for high-performance
applications.
The SB-1250, SiByte's first processor under the Mercurian brand, was recently
announced at the Microprocessor Forum in San Jose, Calif. Because Mercurian
processors are based on the industry-standard MIPS64(TM) architecture, SiByte's
products will enable equipment vendors to immediately leverage the large
installed base of software development and debug tools available for the MIPS
architecture and to preserve their substantial investment in legacy software.
The SB-1250 processor tightly integrates onto a single chip two 64-bit SB-1 CPU
cores with large cache memory and integrated I/O. The result is a Chip
Multi-Processor (CMP) platform that offers very high raw packet processing
performance at low power, and the large memory and I/O bandwidth required to
manipulate and move network data with maximum efficiency and speed. The SB-1250
scales up to 4400 Dhrystone Mips, making it the most powerful MIPS-compatible
processor. SiByte expects to provide samples of the chip to customers in the
first half of 2001.
The SB-1250 provides customers with an optimal solution for high-speed network
processing, including packet classification, queuing, forwarding and exception
processing. It allows complex decisions such as routing and load balancing to be
performed at wire speed, at line rates between OC-3 (100 Mbps) and OC-48 (2.5
Gbps).
<PAGE> 3
The key to the SB-1250's unique architecture is its intelligent,
high-performance multi-processor design built around a fast, on-chip internal
bus called the ZBbus(TM). The ZBbus, which runs at half the CPU core clock speed
with a data width of 256 bits (one cache line), connects all the major blocks of
the processor including the CPU cores, cache memory, and I/O. The bus implements
a standard coherency protocol called MESI to maintain complete data and I/O
coherence. At 500 MHz, the ZBbus achieves peak bandwidth of up to 128 Gbps.
Broadcom intends to leverage the SB-1 core and future derivatives into various
product areas within its broadband communications chip portfolio. Through its
long-standing license agreement with MIPS Technologies, Inc., Broadcom has
already enabled the cost-effective integration of its own MIPS microprocessor
designs into several SOC solutions for the cable modem, set-top, xDSL, satellite
and high-speed networking markets.
"With the addition of SiByte technology, we will be armed with the world's
fastest and lowest power MIPS industry-standard broadband processor technology,"
said Dr. Henry T. Nicholas III, President and CEO of Broadcom. "The acquisition
of SiByte complements our recent acquisitions of NewPort Communications and
Silicon Spice and our pending acquisition of Allayer Communications and
significantly expands Broadcom's product portfolio for Internet infrastructure
equipment. We are also pleased to be adding Dan Dobberpuhl, SiByte's President
and CEO, to our senior management and technical team. Dan, who is well known for
leading the Alpha and StrongARM processor programs at Digital Equipment
Corporation, brings to Broadcom many years of industry experience in delivering
advanced silicon-level systems."
"Combining forces with a market leader that has the product breadth and
geographical scope of Broadcom gives SiByte the opportunity to dramatically
expand our broadband processor business worldwide," said Dobberpuhl. "The
combination of our two companies will provide our customers with an expansive
breadth of programmable and configurable products driving broadband Internet
services and content to an exploding subscriber base."
Cisco Systems, the market leader in networking and communications equipment, is
an early investor in SiByte. "SiByte provides a high-end roadmap for the MIPS
architecture and delivers a combination of raw CPU performance, memory and
communication I/O integration that yields outstanding overall system-level
performance in next-generation network applications," said John Wakerly, Vice
President of Engineering in Cisco Systems' Workgroup Business Unit.
In connection with the acquisition, Broadcom will issue in aggregate up to 9.3
million 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. About 5.6 million of the
Broadcom shares will be issuable at closing of the acquisition; approximately
3.7 million additional shares will be reserved for future issuance to the
stockholders and option holders of SiByte upon satisfaction of certain
performance goals. 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 companies have approved the merger, which awaits approval by
SiByte's shareholders and the satisfaction of regulatory requirements and other
customary closing conditions. 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. In addition to the
purchase consideration,
<PAGE> 4
Broadcom will reserve approximately 1.8 million shares of its Class A common
stock 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.
ABOUT SIBYTE
SiByte, Inc. is a privately-held fabless semiconductor company focused on the
Internet infrastructure equipment market. Founded by Dan Dobberpuhl, Amarjit
Gill and Leo Joseph, all from the former Digital Equipment Corporation, SiByte
has world-class expertise in VLSI design and development. Mr. Dobberpuhl was
responsible for the development of the world's fastest and most power-efficient
commercial microprocessors, Alpha(TM) and StrongARM(TM), respectively. Over 95%
of the company's 120 employees have engineering backgrounds, with expertise in
full custom CPU design, SOC integration, and software, tool, and board
development for embedded markets. Based in Santa Clara, Calif., SiByte can be
reached at 408-845-6600 or at www.sibyte.com.
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 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 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 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
<PAGE> 5
realized; the rate at which present and future customers and end-users adopt
Broadcom's and SiByte'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 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) and the pulse logo are trademarks of Broadcom Corporation and/or its
affiliates in the United States and certain other countries. SiByte, Mercurian
and ZBbus are trademarks of SiByte, Inc. in the United States and certain other
countries. MIPS and MIPS64 are trademarks of MIPS Technologies, Inc. All other
trademarks mentioned are the property of their respective owners.
