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Filed pursuant to Rule 425 under the
Securities Act of 1933
Subject Company: Intersil Holding
Corporation
Commission File No.: 333-35052
[Intersil Holding Corporation letterhead logo]
Intersil Holding Corporation distributed the following press release on
September 5, 2000.
FOR IMMEDIATE RELEASE:
Contact: Meghan Dalton Brent Dietz
Intersil Corporation Intersil Corporation
Tel: (949) 341-7062 Tel: (321) 729-5973
E-mail: [email protected] E-mail: [email protected]
Intersil to Acquire Broadband Wireless Access Leader SiCOM
- Acquisition Helps Strengthen Intersil's Leadership in Wireless
Communication ICs
IRVINE, Calif., September 5, 2000 - Intersil Corporation (NASDAQ: ISIL), a
leading supplier of communications semiconductors, today announced that it has
signed a binding letter of intent (LOI) to acquire Scottsdale, Arizona-based
SiCOM, Inc. for approximately 3.7 million shares of Class A common stock. When
completed, the acquisition will provide Intersil with a strong position in the
rapidly growing broadband wireless access market.
"Our vision is to enable wireless zones of connectivity at home, at work and for
people on the go," said Greg Williams, Intersil president and CEO. "Intersil is
the global leader today with PRISM(R) 11 Megabit-per-second (Mbps) wireless LAN
solutions that provide wireless connectivity within structures like homes,
airports and businesses. Our SiCOM acquisition will enable development of
Intersil semiconductors, software and modem reference designs that deliver data
at OC3 (155Mbps) and in the near future, OC12 (622Mbps) wireless fiber speeds
from the Internet to the enterprise and ultimately to homes. We believe that
this
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acquisition is a synergistic fit for Intersil, bringing our customers
closer to a high-data-rate, end-to-end solution for wireless connectivity to
broadband content."
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SiCOM is a fabless semiconductor manufacturer specializing in broadband modem
silicon Application Specific Standard Parts (ASSPs) and board level products for
equipment manufacturers serving fixed wireless infrastructure and access
markets. SiCOM's highly-integrated modem technology allows equipment
manufacturers to develop robust wireless networks with fiber-quality
availability (99.999%), higher capacity and lower cost than alternative
technologies. SiCOM's technical leadership has helped the company develop very
strong relationships with both leading and emerging telecommunications equipment
manufacturers. SiCOM's portfolio and technical capabilities add planned IEEE
802.16-compliant products to Intersil's existing offerings, expanding customer
performance options into the >100Mbps range.
"We're excited to be a part of the Intersil team," said Bob Solem, chairman and
CEO of SiCOM. "We feel that SiCOM adds complementary strength to Intersil, which
has clearly established itself as a force in high speed wireless networking. Our
expertise in high-speed modem design coupled with their strengths in digital
radio design, wireless LANs and strong customer relationships provide a solid
foundation for future growth. Intersil helped to create the wireless LAN market
and, in a very short period of time, shipped over one million 11-megabit radios
to communications leaders worldwide. We look forward to being part of Intersil
and helping our customers make high quality wireless broadband access a
reality."
About Intersil
Irvine, California-based Intersil uses its semiconductor expertise to enable
highly integrated voice, data and video communications. Intersil's integrated
communications portfolio includes PRISM(R) Wireless Local Area Network (WLAN)
chip sets that enable mobile connectivity products for the home and office;
analog and mixed-signal integrated circuits for broadband access to wireless and
wired Wide Area Networks (WANs); and power management products that enable 24x7
reliability in network servers, next generation PCs and information appliances.
For more information about Intersil, visit the company's Internet homepage at
www.intersil.com.
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About SiCOM, Inc.
SiCOM is a leading provider of modem semiconductors for broadband wireless
communications. SiCOM's modems increase capacity, reduce cost, and improve
reliability of next generation broadband networks. SiCOM's family of silicon
solutions and circuit card products are embedded in leading broadband wireless
network products.
This press release contains information relating to the growing demand for
wireless products that are forward-looking statements as defined in the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements are
based upon management's current expectations, estimates, beliefs, assumptions,
and projections about our business and our industry. 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 forward-looking statements 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 the
forward looking statements as a result of various risk factors. Important risk
factors that may cause such material differences for Intersil in connection with
the wireless market include, but are not limited to, the rate at which our
present and future customers and end-users adopt Intersil's wireless
technologies and products; the timing, rescheduling or cancellation of
significant customer orders; the loss of a key customer; the qualification,
availability and pricing of competing products and technologies and the
resulting effects on sales and pricing of our products; silicon wafer pricing
and the availability of foundry and assembly capacity and raw materials;
intellectual property disputes; as well as other risk factors detailed from time
to time in Intersil's filings with the U.S. Securities & Exchange Commission.
These forward-looking statements are made only as of the date of this press
release and Intersil undertakes no obligation to update or revise these
forward-looking statements.
For a detailed discussion of these and other cautionary statements, please refer
to Intersil Holding Corporation's filings with the Securities and Exchange
Commission including its most recent Annual Report on Form 10-K and Quarterly
Report on Form 10-Q, its Registration Statement on Form S-1, as amended, and the
amendment to Registration Statement on Form S-4 to be filed by Intersil Holding
Corporation.
We urge investors and security holders to read the amendment to Registration
Statement on Form S-4 to be filed by Intersil Holding Corporation, when it
becomes available, regarding the above-referenced business combination
transaction, because it will contain important information. Investors and
security holders may obtain a free copy of the amendment to Registration
Statement on Form S-4 (when available) and other documents filed by Intersil
Holding Corporation at the SEC's web site at www.sec.gov. You may also obtain
for free each of these documents (when available) from Intersil Holding
Corporation by directing your request to Investor Relations at (949) 341-7062.
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PRISM is a registered trademark of Intersil Corporation.
