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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
[PMC-SIERRA LETTERHEAD]
PRESS RELEASE
PMC-SIERRA CONTACTS: QED CONTACT:
John W. Sullivan Susan Kirk Tom Riordan
VP Finance & CFO Marketing Communications President & CEO
Tel: +1 604 415 6145 Tel: +1 604 415 6065 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 ANNOUNCES HSR CLEARANCE OF
MERGER WITH QUANTUM EFFECTS DEVICES
QED STOCKHOLDERS TO VOTE ON THE MERGER ON AUGUST 23, 2000.
August 1, 2000 -- Campbell, CA -- PMC-Sierra, Inc. (NASDAQ:PMCS) today announced
that the Federal Trade Commission has granted early termination of the antitrust
waiting period for PMC-Sierra's proposed merger with Quantum Effect Devices,
Inc. (NASDAQ:QEDI). The merger is now subject only to Quantum Effect Devices
stockholder approval and the other closing conditions specified in the merger
agreement. A special meeting of Quantum Effect Devices' stockholders has been
set for August 23, 2000. If Quantum Effect Devices' stockholders approve the
merger at the meeting and the other closing conditions to the merger are
satisfied, the companies expect to close the transaction shortly after the
meeting is completed.
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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 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.
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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 has filed a Registration Statement on Form S-4 with the U.S.
Securities and Exchange Commission, or SEC, in connection with the merger. The
SEC declared the Registration Statement effective on July 28, 2000. Quantum
Effect Devices has mailed 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. The Registration Statement and the
Proxy Statement/Prospectus contain important information about PMC-Sierra,
Quantum Effect Devices, the merger and related matters. Investors and security
holders are able to obtain free copies of these documents through the web site
maintained by the SEC 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 SEC. You may read and copy any reports, statements and
other information filed by PMC-Sierra and Quantum Effect Devices at the SEC's
public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or at
the SEC's other public reference rooms in New York, New York and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for further information on
public reference rooms. PMC-Sierra's and Quantum Effect Devices' filings with
the SEC 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 is available in the Proxy Statement/Prospectus.
Certain statements contained herein, including the statements regarding the
expected closing date of the merger of PMC-Sierra and Quantum Effect Devices,
are forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Act of 1934. Such
forward-looking statements involve risks and uncertainties that could cause
actual results to differ materially from those projected. Risks and
uncertainties that could cause actual results to differ materially from such
forward-looking statements include, but are not limited to, the volatility of
our stock prices, our failure to realize the expected benefits of the merger,
the disruption of our businesses caused by the integration process and other
factors discussed in the
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Registration Statement on Form S-4 and the reports filed by PMC-Sierra and
Quantum Effect Devices with the SEC. The forward-looking statements contained in
this news release are made as of the date hereof and neither PMC-Sierra nor
Quantum Effect Devices assumes any obligation to update the reasons why actual
results could differ materially from those projected in the forward-looking
statements.
