Pinnacle Systems Completes miro Video Acquisition
September 3, 1997
MOUNTAIN VIEW, Calif., Sept. 2 /PRNewswire/ via Individual Inc. -- Pinnacle Systems,
Inc. (Nasdaq: PCLE), a leading supplier of video products to the broadcast, desktop and
consumer markets, announced today that it has completed its purchase of the miro
Digital Video Group from miro Computer Products AG, a German company.
Pinnacle Systems acquired the assets of the miro Digital Video group, including the
miroVIDEO and miroMOTION product lines, certain technology and other assets. The
purchase price was approximately $15.2 million in cash and $4.8 million in Pinnacle
Systems common stock. Pinnacle assumed liabilities of approximately $2 million and the
Company expects to incur approximately $2 million in costs associated with the
integration of the businesses. The Company anticipates that a significant portion of the
purchase price will be charged as in-process research and development, and other
non-recurring costs in the quarter ending September 30, 1997.(**)
The agreement also includes an "earnout" provision in which miro Computer Products
AG will receive additional consideration if the miro Digital Video Group achieves certain
sales and profitability levels during the earnout period, which is the twelve full months
following the acquisition. Specifically, the consideration will equal 50% of sales
generated in excess of $37 million during the earnout period, as long as operating profit
exceeds three percent of sales, increasing to 85 percent of sales for those sales which
exceed $59 million during the earnout period, as long as operating profit exceeds three
per cent of sales.(**)
"The miro Digital Video Group is a leading provider of video capture cards for a wide
variety of applications, incorporating advanced video compression (CODEC)
technologies. miro's revenues exceeded $35 million worldwide during the twelve-month
period ending June 30, 1997," said Pinnacle President and Chief Executive Officer Mark
Sanders. "Pinnacle Systems is a leading supplier of real-time 3D special effects and
video processing technology. We believe the combination of miro's CODEC technology
and Pinnacle's 3D effects and video manipulation technologies will allow us to develop
powerful and complete platforms for a wide variety of video applications. This is
consistent with our company's strategic objective to become the leading platform
supplier for desktop video as that market moves to open-architecture solutions.(**)
"The miro Digital Video organization has talented people and a company culture we
believe is compatible with that of Pinnacle," added Sanders. "We are excited about
joining these two teams. As Pinnacle Systems GMBH, miro European engineering and
manufacturing operations will continue to be managed from Braunschweig, Germany, as
will operations, sales and distribution activities located throughout Europe and Asia.
The miro North American sales and customer support organization, based in Palo Alto,
CA, is being merged into Pinnacle's nearby Mountain View, CA headquarters.(**)
"This move will significantly enhance Pinnacle's market position and its technical, sales
and marketing talent base. In particular, it will provide Pinnacle with much broader
distribution in Europe and Asia, which should positively impact Pinnacle's
rapidly-growing consumer and desktop product families."(**)
The miro Digital Video Group manufactures a variety of digital video editing solutions
for PC and Power Macintosh personal computers. The entry- level miroVIDEO DRX
($299) offers video hobbyists a powerful, affordable editing system. The miroMOTION
DC30 ($799) and miroVIDEO DC20 Plus ($599), for multimedia developers, video
enthusiasts and webmasters, offer S-VHS- quality editing with capture rates of up to 3.8
MB/second. The miroVIDEO DC30 Plus ($999) delivers studio-quality video and
CD-quality audio to professional videographers. The new miroVIDEO DV 100 is an IEEE
1394 (FireWire) solution that marries DV digital camcorders and desktop computers.
An innovative industry leader, Pinnacle Systems, Inc. designs, manufactures and
markets video post-production tools for high-quality broadcast, desktop and consumer
applications. With four Emmy awards and over a decade of experience, Pinnacle
provides products and technology to create real-time 3D digital effects in both linear
and non-linear post-production environments. Pinnacle equipment is widely used for the
creation and storage of graphics and effects in advertising, news and sports worldwide.
Paragraphs marked with double asterisks include forward-looking statements that are
based on current expectations. Actual results and the timing of certain events could
differ materially from those projected in the forward- looking statements as a result of
various risks and uncertainties, including the risk that employees of miro may choose
not to join Pinnacle or will leave soon after the acquisition, the risk that sales after
completion of the acquisition may fall below historic levels, the risk that products
produced by combining technologies from both companies may not materialize or be
successful in the marketplace, the risk that costs of integration will exceed estimates or
that such integration will not be successful or may be less successful than anticipated.
In addition, we refer you to the documents the company files from time-to-time with the
Securities and Exchange Commission, specifically the company's latest Form 10-K and
Form 10-Q filed with the SEC. These documents contain and identify important factors
that could cause the actual results to differ materially from those continued in our
projections or forward-looking statements.
Further information on Pinnacle Systems is available at pinnaclesys.com. All
trademarks and registered trademarks are those of their respective holders.
SOURCE Pinnacle Systems, Inc.
/CONTACT: Nancy Dickenson, 650-237-1648, pr@pinnaclesys.com/ (PCLE) |
