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EXHIBIT 99.1
NEWS RELEASE
BROADCOM MEDIA CONTACTS BROADCOM FINANCIAL ANALYST CONTACT
Bill Blanning or Eileen Algaze William J. Ruehle
Corporate Communications Dept. Vice President & Chief Financial Officer
949-450-8700 949-450-8700
[email protected] [email protected]
[email protected]
BROADCOM COMPLETES ACQUISITION OF VISIONTECH, LTD.
IRVINE, Calif. and HERZLIYA, ISRAEL - January 5, 2001 - Broadcom Corporation
(Nasdaq: BRCM), the leading provider of integrated circuits enabling broadband
communications, today announced that it has completed the acquisition of
VisionTech, Ltd.
VisionTech, headquartered in Herzliya, Israel, is a leading supplier of digital
video/audio MPEG-2 compression and decompression chips enabling Personal Video
Recording (PVR), interactive videoconferencing, and Internet Protocol (IP) video
streaming for the consumer electronics market.
VisionTech forms the core of Broadcom Israel, a new subsidiary that will
continue to focus on developing silicon solutions enabling MPEG compression of
voice, video and data as well as evaluate new synergistic technologies from the
myriad start-up companies operating in the region.
In connection with the acquisition, Broadcom issued or reserved for future
issuance an aggregate of 7,964,272 shares of its Class A common stock in
exchange for substantially all of the assets of VisionTech and upon exercise of
outstanding employee stock options, warrants and other rights of VisionTech. The
consideration includes Broadcom Class A common stock reserved for future
issuance to customers upon the exercise of outstanding performance-based
warrants of VisionTech that become exercisable upon satisfaction of certain
customer purchase requirements. The share issuances were exempt from
registration in the United States 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 acquisition 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 first fiscal quarter,
ending March 31.
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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.
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 VisionTech, Ltd. 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 economic and
political environment in Israel and the surrounding region; other risks and
uncertainties associated with our international operations; the rate at which
present and future customers and end-users adopt Broadcom's technologies and
products in the markets for Personal Video Recording and MPEG-2 compression and
decompression 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
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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; 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), VisionTech 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.
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