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Filed by PMC-Sierra, Inc. pursuant to Rule 425 under the Securities Act of
1933. Subject Company: Quantum Effect Devices, Inc. Commission file No: 0-29109
PMC-Sierra contacts: QED contact:
John W. Sullivan Susan Shaw Tom Riordan
VP Finance & CFO Manager, Public Relations President & CEO
Tel: +1 604 415 6145 Tel: +1 604 415 6031 Tel: +1 408 565 0301
Fax: +1 604.415.6240 Fax: +1 604 415 6011 Fax: +1 408 330 0435
[email protected] [email protected] [email protected]
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PMC-Sierra To Acquire Leading MIPS(R) Processor
Company, Quantum Effect Devices
Acquisition Will Add High Performance Programmable
Networking And Control Processing Capabilities to
PMC-Sierra's Extensive Line of Broadband
Infrastructure Semiconductors
July 11, 2000 - Campbell, CA -- PMC-Sierra, Inc. (NASDAQ:PMCS) and
Quantum Effect Devices, Inc. (NASDAQ:QEDI) today announced that they have
entered into a definitive merger agreement. Based on today's closing price,
PMC-Sierra shares with a value of approximately $2.3 billion will be issued to
QEDI stockholders at an exchange ratio of 0.385 PMCS shares per QEDI share. The
transaction will be accounted for as a pooling of interests and is subject to
the satisfaction of customary closing conditions, including QEDI stockholder
approval and expiration of the regulatory waiting period.
MIPS(R) is the processor of choice for networking
"Quantum Effect Devices is a leading provider of MIPS(R) processors for
networking applications," said Bob Bailey, PMC-Sierra's chairman and CEO. "This
is one of the most widely adopted architectures in the broadband infrastructure
and is a synergistic addition to our rapidly expanding offering of broadband
communications semiconductors. QED's products are very complementary to
PMC-Sierra's solutions for the access and core infrastructure applications which
include our recent acquisitions of several DSP-based technology companies,"
Bailey noted. "As the power of processors increase, they will become more
commonplace in the line cards of routers and switches. With this acquisition,
PMC-Sierra will now be positioned to provide more of the critical silicon for
these applications including an open architecture microprocessor."
"We are pleased to join forces with a broadband communications leader like
PMC-Sierra," said Tom Riordan, president and CEO of Quantum Effect Devices.
"This acquisition is extremely strategic for both companies as we combine our
MIPS(R) processor expertise with PMC-Sierra's product line to offer a more
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comprehensive broadband communications semiconductor solution for all of our
customers."
The Quantum Effect Devices team of over 100 employees will join PMC-Sierra as a
new business unit within the company. Tom Riordan will report to Bob Bailey as
vice president and general manager of the new business unit.
Conference Call To Discuss This Announcement
PMC-Sierra will host a conference call regarding the QED merger Wednesday, July
12, at 8:30 AM EDT. Please call in to 719-457-2665, no RSVP is required. Replay
number will be available for three business days following the conference call.
Replay number is 719-457-0820 and password is 612954.
About PMC-Sierra
PMC-Sierra's extensive family of broadband communication semiconductors is
enabling the equipment that makes up the backbone of the Internet. The company
develops Internet Protocol (IP), ATM, SONET/SDH, T1/E1/T3/E3, Voice-over-Packet
and wireless infrastructure solutions for wide area network and Internet
infrastructure equipment. PMC-Sierra's quality system is registered with the
Quality Management Institute to the ISO 9001 standard. As co-founder of the
SATURN(R) Development Group, PMC-Sierra works with over 30 other member
companies to define and develop interoperable, standard-compliant solutions for
high speed networking applications.
PMC-Sierra offers worldwide technical and sales support including a network of
offices throughout North America, Europe and Asia. PMC-Sierra is publicly traded
on the Nasdaq Stock Market under the symbol "PMCS". The company is included in
the Nasdaq-100 Index (NDX) which contains the largest non-financial companies on
the Nasdaq Stock Market. The Nasdaq-100 Index is the benchmark for the
Nasdaq-100 Index Tracking Stock (Amex:QQQ). For more information about
PMC-Sierra, visit http://www.pmc-sierra.com.
About Quantum Effect Devices
Quantum Effect Devices, Inc., founded in 1991, designs, develops and markets
high-performance, cost-effective, market-driven embedded microprocessor
solutions. QED's RM5200 and RM7000 product families include 32- and 64-bit
embedded microprocessors targeted at fast-growing communications markets
including Internet access devices, routers, switches, optical transport systems
and other high-speed networking applications.
SATURN(R) is a registered trademark of PMC-Sierra, Inc. PMC-Sierra(TM) is a
trademark of PMC-Sierra, Inc. MIPS is a registered trademark of MIPS
Technologies, Inc. RISCMark, RM5230, RM5260, RM5270, RM52xx, RM5231, RM5261,
RM5271, RM52x1 and RM7000 are trademarks of QED, Inc. All other trademarks
mentioned herein are the property of their respective owners.
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Additional Information
PMC-Sierra plans to file a Registration Statement on SEC Form S-4 in connection
with the merger and Quantum Effect Devices expects to mail a Proxy
Statement/Prospectus to its stockholders containing information about the
merger. Investors and security holders are urged to read the Registration
Statement and the Proxy Statement/Prospectus carefully when they are available.
The Registration Statement and the Proxy Statement/Prospectus will contain
important information about PMC-Sierra, Quantum Effect Devices, the merger and
related matters. Investors and security holders will be able to obtain free
copies of these documents through the web site maintained by the U.S. Securities
and Exchange Commission at http//www.sec.gov. In addition to the Registration
Statement and the Proxy Statement/Prospectus, PMC-Sierra and Quantum Effect
Devices file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any reports, statements and other information filed by PMC-Sierra and Quantum
Effect Devices at the SEC public reference rooms at 450 Fifth Street, N.W.,
Washington, D.C. 20549 or at the Commission's other public reference rooms in
New York, New York and Chicago, Illinois. Please call the Commission at
1-800-SEC-0330 for further information on public reference rooms. PMC-Sierra's
and Quantum Effect Devices' filings with the Commission also are available to
the public from commercial document-retrieval services and at the web site
maintained by the Commission at http//www.sec.gov. Quantum Effect Devices, its
directors, executive officers and certain members of management and employees
may be soliciting proxies from Quantum Effect Devices' stockholders in favor of
the adoption of the merger agreement. A description of any interests that
Quantum Effect Devices' directors and executive officers have in the merger will
be available in the Proxy Statement/Prospectus.
