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Filed by Applied Micro Circuits Corporation pursuant to Rule 425 under the
Securities Act of 1933.
Subject Company: MMC Networks, Inc. Commission file No.: 000-23023
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.
###
AMCC is a registered trademark of Applied Micro Circuits Corporation.
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CONFIDENTIAL
FINAL
CONFERENCE CALL SCRIPT
MMC Networks Merger
August 28, 2000
(OPERATOR INTRODUCES BILL BENDUSH)
(BILL)
Thank you and good morning, everyone. By now, all of you should have received
the press release that was issued yesterday regarding the execution of a merger
agreement between AMCC and MMC Networks. On the call with me today to discuss
this merger, are Dave Rickey - President and CEO of AMCC, Doug Spreng -
President and CEO of MMC Networks, Andy Gottlieb - VP Marketing of MMC, and
Brent Little, VP Marketing of AMCC.
During the course of the conference call, we may make projections or other
forward-looking statements regarding events or the future financial performance
of the companies. 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 projected financial performance of the combined
companies, 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. We wish to caution you that actual results may differ materially
from these forward-looking statements, due to a number of risks and
uncertainties. For a more detailed discussion of these factors, we refer you to
both companies' SEC filings including Annual Reports on Form 10-K for the most
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recent fiscal year ends and to the Proxy Statement/Prospectus regarding this
merger, when available.
Terms, Accounting Treatment & Financial Impact
Before I turn the call over to Dave, I'd like to briefly discuss the terms,
accounting treatment, and financial impact of this merger.
Under the terms of the merger agreement AMCC will issue 0.619 (zero point six
one nine) shares of its common stock for each common share of MMC stock in a
tax-free, stock-for-stock exchange. As a result, MMC Networks shareholders and
option holders will receive approximately 24.5 million shares of AMCC common
stock, or 14.5% of the combined company in exchange for all the shares and
options of MMC. Based upon AMCC's Friday closing price of $188.56 per share,
this represents a valuation of approximately $4.5 billion. Subject to regulatory
and MMC shareholder approvals, we expect to close this transaction in the fourth
calendar quarter of this year.
We will account for this merger as a purchase. As a result, this transaction
will generate non-operating acquisition charges, such as the amortization of
intangibles, stock compensation and acquired in process R&D write-offs. These
non-operating acquisition charges will be excluded from the pro-forma earnings
we now report quarterly.
Exclusive of the impact of the purchase accounting related charges I just
discussed, we expect this merger to be non-dilutive, even assuming no cost
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synergies, from our very first quarter of combined operations. In addition, the
combined companies will have reduced customer concentrations.
I would now like to turn the call over to Dave.
[DAVE]
Thank you Bill.
I am thrilled that AMCC and MMC have decided to join forces. As you know, AMCC
is a high-bandwidth silicon supplier, focused on network transport, core and
edge applications. MMC Networks is a fabless silicon company which is focused on
the WAN edge. Hence, our two companies are already headed on a synergistic and
complementary product-development strategy which intersects at the WAN edge.
Because merchant silicon is in its infancy at the higher layers of the network,
there are a dizzying array of venture-backed start-ups, jockeying for position
in these emerging markets. These companies are often very early stage, often
pre-revenue, perhaps with a handful of real design wins. They may be scooped up
----
for more than a billion dollars, even while a great deal of risk and
"battle-hardening" lies ahead for these untested engineering start-ups.
This is why I am so excited to join with MMC Networks. MMC is the pioneer in
merchant silicon for network-processor, traffic-management and switch-fabric
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chips. MMC has traction. MMC's nearly 200 designers build network processing,
traffic management and switch fabric chips. MMC has 44 revenue-generating
customers, both tier-1s and start-ups. MMC's 72 platform design wins are
supported by over 40 applications engineers. Many investors underestimate the
importance of this "holistic" approach to the business. Design engineering alone
is necessary, but not sufficient, to win the day. Designers in these markets
must be complemented with strong technical sales, marketing, architecture and
applications support every step of the way.
I believe that AMCC and MMC together will enable the near-term development of
the most complete solutions available in the market, all the way from fiber to
switch, from OC-3 through OC-192. Today's total headcount for the two companies
is about 850 including about 500 engineers. AMCC's optical networking
experience, combined with MMC's intelligent networking experience, forms the
industry's most complete combination for the emerging "intelligent optical"
network. The products of the two companies are highly complementary. We believe
that we will be able to offer our customers a significant time to market
advantage by providing complete hardware and software designs and coordinated
customer support. We see MMC's WAN edge focus as an ideal complement to our
YuniNetworks core switch fabric. In fact, when you consider AMCC's arsenal, our
combined products will provide complete PMD, physical layer, framer, network
processor, traffic management and switch fabric offerings at the highest speeds
in the optical network. We believe that the total available market that the
combined company will address should exceed $6 billion by 2003. We intend to
have a major share of this TAM.
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As Bill said earlier, we expect this combination will be non-dilutive from the
very start. Beyond that, I expect that this acquisition positions the combined
companies to be an industry growth and profit leader, and the leader in
"intelligent optical" Comm IC solutions.
By way of summary, then, the combination of AMCC and MMC Networks is compelling
for the following reasons:
1) Both companies have embarked on a highly complementary product strategy,
intersecting at the WAN edge.
2) The addressable TAM for the combined entity is $6 billion in 2003.
3) The companies have an established track record in their respective markets.
4) As the higher layers continue evolving from customer-ASIC to merchant
silicon, the same benefits which AMCC is now realizing from its 1999
Cimaron acquisition will become evident, benefits like one-stop shopping,
and collapsing time to market for our customers.
There is one other compelling benefit to AMCC, and that is the high-quality
talent of MMC Networks. To cite just two individuals, Doug Spreng and Alex Joffe
are a coup for AMCC. Doug brings years of systems-level industry leadership, and
a veteran perspective to the company. And Alex, as a founder, CTO and the
pioneer in the network-processor market, adds significant networking
architectural expertise.
Upon the closing of the merger, Doug will remain President and CEO of MMC which
will be a subsidiary of AMCC. He will also be joining me as a member of
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AMCC's board of directors. Now I will turn the call over to Doug for his
comments.
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(DOUG)
Thank you, Dave.
Many of you out there who have been following MMC Network's fortunes for the
last year or so may be asking: why AMCC and why now? After a difficult
transition late last year, our revenues are recovering nicely and our stock
price has followed. We are the pioneer and market leader in the rapidly growing
market segment of network processors, traffic management and switch fabrics and
have been racking up an impressive set of design wins for some time now. One
could imagine that we could go it alone and do quite well. All of which is quite
true. So, we didn't have to do this deal; we chose to do it for a number of
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fundamental business reasons.
The rapid consolidation of the communications IC business this past year has not
gone unnoticed and history has shown that when powerful companies come together
strategically in an environment like this, the results can be dramatic.
Basically, it comes down to a matter of scale: maximizing customer time to
market with a set of full solutions, leveraging resources, the ability to buy
whomever you want when you need to and the long term ability to optimize system
and silicon integration. We realized that we couldn't do all these things by
ourselves and needed to ally with a powerful partner to optimize the long term
success for our employees and our shareholders.
At the same time, we were shifting our business model from LAN switching to the
WAN Edge, with over half of our design wins this past year in the optical
networking sector. As we looked at where we were going and the relative
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positions of the major companies in our industry, AMCC stood out as a near
perfect fit.
Their products completely complemented our own and they were well positioned as
a market leader in a space that was highly strategic to us. They had a similar
view of how to develop and sell systems solutions just like we did. And, very
importantly, they had thoroughly evaluated the industry and recognized that our
value went well beyond a few more products in their product line, but as a
strategic asset for the combined companies.
On the financial side, our growth rates were similar and the market cap of the
combined companies would allow any of the acquisitions we could contemplate.
They were very profitable and highly regarded by the investment community.
As we discussed the possibilities over the last several months, we got
increasingly excited about how the directions of the two companies were
converging on a vision of an "intelligent optical edge". We determined that we
could deliver complete solutions to our mutual customers from the fiber to the
very core of the switch/router. This was the strategic connection we were
looking for in a partner.
Finally, we found that the two cultures were a great fit as well. Both companies
believe in a high degree of focus with an inclination to attack the market, not
just participate in it. And, thanks to Dave, who wants us to operate within AMCC
much the same as if we were a separate company, we can retain our passion for
our business and pursue it with the same fervor as we have been.
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I couldn't be more pleased about this outcome and intend to spend the next
several years of my career working with Dave to build an even greater company
around this powerful combination. Back to you, Dave.
(DAVE)
Conclusion of Prepared Remarks
Thanks, Doug. This concludes our prepared remarks. At this time, I'd like to
open the call to questions.
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.
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