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EXHIBIT 99.1
News Release
TranSwitch Corporation Announces $250 Million Private Offering of
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Convertible Notes
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(Shelton, CT) September 1, 2000 --- TranSwitch Corporation (NASDAQ:TXCC)
announced today that it intends to offer, subject to market and other
conditions, $250 million of Convertible Notes due 2005 (plus an additional
amount of up to $ 37.5 million at the option of the purchasers) in a private
placement. The notes will be convertible into the Company's common stock at the
option of the holder, at a price to be determined.
The offering is expected to close in September 2000. The Company intends to use
the net proceeds of the anticipated offering for general corporate purposes,
including working capital. In addition, the Company may use a portion of the net
proceeds to acquire or invest in complementary businesses, products or
technologies if the opportunity arises.
This announcement is neither an offer to sell nor a solicitation of an offer to
buy any of these securities. The notes and the common stock issuable upon
conversion of the notes have not been registered under the Securities Act of
1933, as amended (the "Securities Act"), or any state securities laws, and are
being offered only to qualified institutional buyers in reliance on Rule 144A
under the Securities Act.
Unless so registered, the notes and common stock issued upon conversion of the
notes may not be offered or sold in the United States except pursuant to an
exemption from the registration requirements of the Securities Act and
applicable state securities laws.
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Forward-looking statements in this release are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Investors
are cautioned that all forward-looking statements regarding TranSwitch and its
operations involve risks and uncertainties, including without limitation risks
of dependence on third-party VLSI fabrication facilities, intellectual property
rights, and litigation; risks in technology development and commercialization;
risks in product development and market acceptance of and demand for
TranSwitch's products and products developed by TranSwitch's customers; risks of
downturns in economic conditions generally and in the telecommunications and
data communications markets and the semiconductor industry specifically; risks
associated with competition and competitive pricing pressures; risks associated
with foreign sales and high customer concentration; risks associated with
acquiring new businesses; risks of failing to attract and retain key managerial
and technical personnel; and other risks detailed in TranSwitch's filings with
the Securities and Exchange Commission.
For more information contact:
Michael F. Stauff
Chief Financial Officer
TranSwitch Corporation
Phone: 203/929-8810
Fax: 203/926-9453
