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EXHIBIT 99.1
NEWS RELEASE
BROADCOM MEDIA CONTACTS
Bill Blanning
Eileen Algaze
Corporate Communications
949-450-8700
[email protected]
[email protected]
BROADCOM FINANCIAL ANALYST CONTACTS
William J. Ruehle
Vice President and Chief Financial Officer
949-450-8700
[email protected]
BROADCOM COMPLETES ACQUISITION OF ALLAYER COMMUNICATIONS
IRVINE and SAN JOSE, Calif. - December 13, 2000 - Broadcom Corporation (Nasdaq:
BRCM), the leading provider of integrated circuits enabling broadband
communications, today announced that it has completed the acquisition of San
Jose-based Allayer Communications.
Allayer is a leading developer of high-performance enterprise and optical
networking communications chips for local, metropolitan and wide area networks.
In connection with the acquisition, Broadcom issued an aggregate of 839,467
shares of its Class A common stock in exchange for all outstanding shares of
Allayer's preferred and common stock and reserved 426,980 additional shares of
its Class A common stock for issuance upon exercise of outstanding employee
stock options and other rights of Allayer. If certain performance goals are
satisfied, Broadcom will issue up to an additional 300,000 shares of its Class A
common stock to the stockholders and option holders of Allayer. 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 will 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.
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In addition to the purchase consideration, Broadcom reserved 756,900 shares of
its Class A common stock for future issuance to customers upon the exercise of
outstanding performance-based warrants of Allayer that become exercisable upon
satisfaction of certain customer purchase requirements.
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 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 Allayer 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; general economic
conditions and specific conditions in the markets we address; the rate at which
present and future customers and end-users adopt Broadcom's 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
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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; 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), Allayer 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.
