XILINX INC
8-K, EX-99.2, 2000-11-22
SEMICONDUCTORS & RELATED DEVICES
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                                                                    Exhibit 99.2

Press Release

Xilinx Completes Acquisition of RocketChips

SAN JOSE, Calif.--(BUSINESS WIRE)--Nov. 10, 2000--Xilinx, Inc. (Nasdaq:XLNX -
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news), the leading supplier of programmable logic solutions, today announced
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that it has completed the acquisition of RocketChips, a privately-held fabless
semiconductor company headquartered in Minneapolis, with design centers in
Austin, Texas and Ames, Iowa. RocketChips is a leading developer of ultra-high-
speed CMOS mixed-signal transceivers serving the networking, wireless and wired
telecommunications, and enterprise storage markets.

Under the terms of the acquisition, Xilinx will issue an aggregate of 3,613,587
million shares of Xilinx common stock in exchange for all outstanding shares of
RocketChips common stock, including employee stock options.

The merger transaction will be accounted for under the purchase method of
accounting. Xilinx expects to record a one-time charge for purchased in-process
research and development expenses related to the acquisition in its third fiscal
quarter, ending December 31.

Copies of financial literature, including this release, are available via fax or
voice recording by dialing Xilinx's shareholder service line at 800/836-4002.
Investor information is also available on the Investor Relations Web site at
http://investor.xilinx.com.
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Xilinx is the leading supplier of complete programmable logic solutions,
including advanced integrated circuits, software design tools, predefined system
functions delivered as cores, and unparalleled field engineering support.
Founded in 1984 and headquartered in San Jose, Xilinx invented the field
programmable gate array (FPGA) and fulfills more than half of the world demand
for these devices today. Xilinx solutions enable customers to reduce
significantly the time required to develop products for the computer,
peripheral, telecommunications, networking, industrial control, instrumentation,
aerospace, defense and consumer markets. For more information, visit the Xilinx
web site at www.xilinx.com.
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This release contains forward-looking statements and important factors that are
subject to risks and uncertainties inherent in acquisitions of technologies and
businesses, including risks relating to the integration of the personnel and
businesses of RocketChips and Xilinx; other integration issues including 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; pricing pressures and other competitive factors the rate at which
present and future customers and end-users adopt Xilinx's and RocketChips'
technologies and products or delays in the fabrication, assembly, testing or
delivery of our products; our ability to develop or acquire, complete,
introduce, market and transition to volume production new products and
technologies in a timely manner; the effects of new and

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emerging technologies; the effectiveness of our product cost reduction efforts;
problems or delays that we may face in shifting our products to smaller geometry
process technologies and in achieving higher levels of design integrations; our
ability to retain and hire key executives, technical personnel and other
employees, the effects of natural disasters and other events beyond our control;
and other risk factor included in our most recently filed Form 10-K.

For more information on Xilinx, access our World Wide Web site at
http://www.xilinx.com. Xilinx is a registered trademark of Xilinx, Inc. All XC-
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prefix product designations are trademarks of Xilinx, Inc. Other brands or
product names are trademarks or registered trademarks of their respective
owners.

Contact:

   Xilinx, Inc.
   Maria Quillard, 408/879-4988

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