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Exhibit 99
CONTACT:
Daniel J. Sullivan
Chief Financial Officer
NETsilicon, Inc.
781-647-1234
[email protected]
NETSILICON ADOPTS SHAREHOLDER RIGHTS PLAN
WALTHAM, MA - SEPTEMBER 13, 2000 - NETsilicon, Inc. (NASDAQ: NSIL), a leading
provider of network-enabled, microprocessing solutions for embedded systems,
announced today that its Board of Directors has adopted a shareholder rights
plan to help protect the Company's investors against any potential hostile
takeover attempts that are coercive or unfair.
"The implementation of a shareholder rights plan will enable the Board of
Directors, on behalf of NETsilicon's shareholders, to maximize long-term
shareholder value by providing a vehicle by which the Board will be actively
involved in negotiating any potential takeover situations," stated President and
CEO Cornelius Peterson, VIII. "The rights plan will provide time and flexibility
that is essential in obtaining the best potential return for our shareholders."
Under the Plan, Series A Junior Participating Preferred Stock purchase rights
will be distributed as of the close of business on September 23, 2000. The
Rights will be exercisable only if a person or group acquires or announces a
tender or exchange offer that would result in such person or group owning 15
percent or more of the voting securities of the Company. In the event a Right
becomes exercisable, the Plan allows the Company's shareholders to purchase, at
an exercise price of $200.00 per Right, Series A Junior Participating Preferred
Stock of the Company having a market value of $400.00.
The Company will generally be entitled to redeem the Rights at $.01 per Right at
any time prior to the 10th day after a person or group has acquired a 15 percent
voting stock position.
A summary of the Rights containing additional details on the plan will be mailed
to shareholders of record on or shortly after September 23, 2000. The Rights
will expire on September 12, 2010 unless earlier redeemed or exchanged. The
initial distribution of Rights is not taxable to shareholders.
-more-
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Exhibit 99
NETSILICON ADOPTS RIGHTS PLAN/2
ABOUT NETSILICON
NETsilicon, Inc. (Nasdaq: NSIL) is a leading provider of integrated
system-on-silicon and software solutions used by device manufacturers to add
Internet/Ethernet connectivity and distributed intelligence to their products.
Once network-enabled, these devices can be managed, accessed and serviced from
anywhere. NETsilicon's highly integrated solutions help manufacturers reduce
time-to-market, lower their costs, and free their engineers from the difficult
task of integrating multi-vendor networking components. NETsilicon's NET+Works
solutions provide the network functionality and microprocessing functions for a
wide array of intelligent devices including digital office equipment; medical
data collection and patient monitoring units; vending machines; factory
automation and process control equipment; power supply monitors; building access
control and security systems; exercise equipment; point-of-sale terminals;
Internet cameras and telephones; and vehicle diagnostic tools.
For additional company, product or financial information, please visit the
NETsilicon Web site, www.NETsilicon.com, send email to [email protected], or
call 800-243-2333. For calls originating outside the US, call 781-647-1234.
NETsilicon headquarters is located at 411 Waverley Oaks Road #227, Waltham, MA
02452.
SAFE HARBOR PROVISION
Except for historical information, this press release contains certain
forward-looking statements that involve risk and uncertainties that may cause
actual results to differ materially from the statements made. Such factors
include, but are not limited to, general economic and industry conditions,
changing market conditions, consolidation within the semiconductor industry, the
ability to identify and/or complete control transactions on favorable terms and
other risks detailed from time to time by the Company in its filings with the
U.S. Securities and Exchange Commission.
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