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Filed by Quantum Effect Devices, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 of the
Securities Exchange Act of 1934
Subject Company: Quantum Effect Devices, Inc.
Commission File No. 0-29109
[LOGO] A NASDAQ-100-TM-
COMPANY
PRESS RELEASE [LOGO] PMC-Sierra
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-Registered Trademark-
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-Registered Trademark- IS THE PROCESSOR OF CHOICE FOR NETWORKING
"Quantum Effect Devices is a leading provider of MIPS-Registered Trademark-
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
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PMC-SIERRA TO ACQUIRE LEADING MIPS-Registered Trademark- PROCESSOR COMPANY,
QUANTUM EFFECT DEVICES PAGE 2/4
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-Registered Trademark- processor expertise with PMC-Sierra's product line
to offer a more 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-Registered Trademark- Development
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PMC-SIERRA TO ACQUIRE LEADING MIPS-Registered Trademark- PROCESSOR COMPANY,
QUANTUM EFFECT DEVICES PAGE 3/4
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-Registered Trademark- 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
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PMC-SIERRA TO ACQUIRE LEADING MIPS-Registered Trademark- PROCESSOR COMPANY,
QUANTUM EFFECT DEVICES PAGE 4/4
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.
