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EXHIBIT 99.3
AMCC And MMC Networks Sign Definitive Agreement To Merge Page 1
Contacts: Karina Wollesen
William Bendush The Ardell Group
AMCC Vice President and Ph: (650) 569-3806
Chief Financial Officer Email: [email protected]
Ph: (858) 450-9333
Email: [email protected] or
or Kristine Mozes
Stapleton Communications, Inc.
Richard Yonker Ph: (408) 731-1999
MMC Vice President, Finance & Email: [email protected]
Chief Financial Officer
Ph: (408) 731-1600
Email: [email protected]
or
Debra Hart
AMCC Investor Relations Manager
Ph: (858) 535-6566
Email: [email protected]
AMCC AND MMC NETWORKS SIGN DEFINITIVE AGREEMENT TO MERGE
The combination expands AMCC's fiber-to-switch connectivity solutions
with addition of network processor, traffic management and
switch fabric capabilities
SAN DIEGO, August 27, 2000 - Applied Micro Circuits Corporation (AMCC) (Nasdaq:
AMCC) and MMC Networks (MMC) (Nasdaq: MMCN), today announced that they have
signed a definitive agreement under which MMC will merge with AMCC in a
transaction valued at approximately $4.5 billion, based on AMCC's August 25,
2000 closing stock price.
Under the terms of the agreement, AMCC will issue 0.619 shares of its common
stock for each common share of MMC stock. The transaction is expected to close
in the fourth calendar quarter and will be accounted for as a purchase. The
Boards of Directors of both companies have approved the agreement. The
completion of the transaction is subject to customary closing conditions,
including the approval of MMC's stockholders and the expiration or termination
of the Hart-Scott-Rodino waiting period.
MMC, a fabless semiconductor company located in Sunnyvale, California is the
pioneer and market leader in providing network processors, traffic management
and switch fabric technology. The
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AMCC And MMC Networks Sign Definitive Agreement To Merge Page 2
pending merger is the next logical strategic step in AMCC's strategy to provide
complete solutions in the optical networking market and to expand into new
markets for high-speed communications products. MMC's platforms are the
strategic core of a wide range of switches and routers, including optical
networking, web switching, subscriber management, broadband access, and other
communications platforms.
As the market leader in providing complete network processing platforms and
design consulting services, MMC has been shipping product for over five years
and has accumulated 72 major platform wins (usually with multiple sockets per
win) at 44 different customers.
"This powerful merger of two market leaders - MMC and AMCC - creates tremendous
synergy and opportunities for the combined companies in both the optical
networking market and many other emerging platforms at the WAN Edge," said Dave
Rickey, President and Chief Executive Officer of AMCC. "We see MMC's leading
network processors, traffic management and switch fabrics as a perfect
complement to our current product portfolio, including our recent acquisition of
Yuni Networks. There is a new market emerging for intelligent optical networking
systems. With this merger, we can provide the most complete and powerful
integrated circuit solutions for this rapidly growing market."
Doug Spreng, President and Chief Executive Officer of MMC said, "AMCC is the
ideal partner for us. We share a common vision and commitment to delivering
high-performance communications solutions that provide true value to our
customers. AMCC's strength in high-end optical networking, combined with MMC's
intelligent networking solutions, will allow our customers to achieve the
fastest time to market with advanced features."
Doug Spreng, as President of MMC, a subsidiary of AMCC, will report directly to
Dave Rickey and join the AMCC Board of Directors upon completion of the merger.
AMCC and MMC will be hosting a conference call Monday, August 28, 2000, at 8:30
a.m. EDT to discuss the merger. The dial-in numbers are 800-684-4395 or
303-224-6999. A replay will be available approximately one hour after the
completion of the call for a period of seven days. The replay number is
800-625-5288 or 303-804-1855. The conference call ID number is 796243.
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AAMCC And MMC Networks Sign Definitive Agreement To Merge Page 3
About MMC Networks, Inc.
MMC is the market leader in providing total network processing platforms and
services, enabling network and communications equipment vendors to rapidly
develop scalable, feature-rich, cost-effective products. MMC's platforms include
fully programmable, policy-enabled network processors, an open, extensive
software architecture, high-capacity switching fabrics, and integrated traffic
management capabilities, complemented by system design and consulting services.
MMC platforms form the silicon heart of many Layer 2-Layer 7 WAN and LAN
switches and routers, broadband, optical, web switching, subscriber management,
and other communications platforms.
About AMCC
AMCC designs, develops, manufactures, and markets high-performance,
high-bandwidth silicon solutions for the world's optical networks. The Company
utilizes a combination of high-frequency analog, mixed-signal and digital design
expertise coupled with system-level knowledge and multiple silicon process
technologies to offer integrated circuit products that enable the transport of
voice and data over the fiber optics networks. AMCC's corporate headquarters and
wafer fabrication facilities are located in San Diego. Sales and consulting
engineering offices are located throughout the world.
The statements contained in this press release that are not purely historical
are forward-looking statements within the meaning of Section 27A of the
securities Act of 1933 and section 21E of the Securities Exchange Act of 1934.
Such forward-looking statements include, but are not limited to, statements
regarding the likelihood and timing of the closing, the expected benefits of the
merger, the ability of the combined company to successfully develop and supply
products after the merger, and the future growth of the markets served by the
companies. Such forward-looking statements involve risks and uncertainties that
could cause actual results to differ materially from those projected for both
companies. Risks and uncertainties that could cause actual results to differ
materially from such forward-looking statements include, but are not limited to,
risks associated with difficulties in successfully integrating AMCC's and MMC's
businesses and technologies; costs related to the merger; failure to obtain
required stockholder or regulatory approvals of the merger; failure of the
combined company to retain and hire key executives, technical personnel and
other employees; difficulty of successfully managing a large organization;
factors discussed in reports filed by AMCC and MMC with the Securities and
Exchange Commission. The forward-looking statements contained in this news
release are made as of the date hereof and AMCC and MMC do not assume any
obligation to update the reasons why actual results could differ materially from
those projected in the forward-looking statements.
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AMCC And MMC Networks Sign Definitive Agreement To Merge Page 4
Where You Can Find More Information
Investors and security holders are urged to read the Proxy Statement/Prospectus
regarding the proposed merger when it becomes available because it will contain
important information about the transaction. The Proxy Statement/Prospectus will
be filed with the Securities and Exchange Commission by AMCC and MMC. Investors
and security holders may obtain a free copy of the Proxy Statement/Prospectus
(when it is available) and other documents filed with the Commission at the
Commission's web site at http://www.sec.gov. The Proxy Statement/Prospectus and
these other documents may also be obtained for free from AMCC or MMC.
MMC and its executive officers and directors may be deemed to be participants in
the solicitation of proxies from stockholders of MMC with respect to the
transactions contemplated by the merger agreement. Information regarding such
officers and directors is included in MMC's Proxy Statement for its 2000 Annual
Meeting of Stockholders filed with the Securities and Exchange Commission on
April 27, 2000. This document is available free of charge at the Securities and
Exchange Commission's web site at http://www.sec.gov and from AMCC and MMC.
For More Information
Visit AMCC's web site at http://www.amcc.com or visit MMC Networks' web site at
http://www.mmcnetworks.com.
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AMCC is a registered trademark of Applied Micro Circuits Corporation.
