To All,
Vitesse Semiconductor Corp. Announces Acquisition of Orologic Inc.
Business Wire - March 27, 2000 04:16
CAMARILLO, Calif.--(BUSINESS WIRE)--March 27, 2000--
Acquisition Accelerates Vitesse's Reach Into Multi Service Switches
and Routers For IP/ATM OC-48 and OC-192 Applications
Vitesse Semiconductor Corp. (Nasdaq: VTSS) ("Vitesse" or the "company") Monday announced that it has agreed to acquire all of the equity interests of Orologic Inc. ("Orologic") for $450 million in common stock.
The transaction is expected to be completed before the end of April and will be accounted for as a purchase. Excluding the effects of the acquisition related write-offs and amortization of goodwill and other intangibles, Vitesse expects the acquisition to be slightly dilutive to earnings.
Orologic, founded in October 1997, is a fabless semiconductor company that develops high performance system on a chip solutions that enable data packet processing at OC-48 and OC-192 rates. Orologic solutions provide the industry's most comprehensive, highly integrated traffic and congestion management functions for ATM and IP traffic. This acquisition coincides with Orologic's announcement of the release of its first product, PaceMaker 2.4, which integrates policing, cell/packet interworking, traffic management and a built-in wire speed AAL-5 SAR function supporting OC-48 data rates. Orologic product information can be found on the Web at www.oro-logic.com.
"The Vitesse-Orologic combination extends our OC-48 product portfolio adding extensive Traffic Management features for Layer 2 through 7 processing of multi-service ATM and IP switches," said Lou Tomasetta, president and chief executive officer of Vitesse. "The addition of Orologic will accelerate the introduction of our OC-192 solution which includes our TeraStream switch fabric, TeraPOWER network processor, Orologic's Traffic Management processor together with our 10G Serdes and framers leading to Vitesse's Network-on-a-CHIP(TM) solution. This will enable us to offer the most complete and comprehensive chip sets for driving the next generation Internet," added Tomasetta.
"We are very excited about joining the world-class Vitesse team," said Dr. Raif O. Onvural, president and CEO of Orologic. "The merged companies will bring together one of the most compelling end-to-end merchant solutions for ATM and IP applications at OC-48 and OC-192 speeds. Our technology for managing high performance ATM cell and IP packet traffic is very complementary to Vitesse's strategic product roadmap," continued Onvural.
The information in this news release contains forward-looking statements, including statements with respect to the anticipated timing of the acquisition of Orologic and statements related to the potential advantages of the transaction to Vitesse and Orologic, that are within the meaning of Section 21E of the Securities and Exchange Act of 1934 and Section 27A of the Securities Act of 1933, which are subject to the "safe harbor" created by those sections. Investors are cautioned that such statements are only predictions and speak only as of the date of this release. Actual results may differ materially due to risks and uncertainties including, but not limited to, the ability of the company to conclude the acquisition as anticipated, the company's ability to successfully integrate the acquisition and the successful development and market acceptance of Orologic's products. For a more complete discussion of certain factors that could cause actual results to differ materially, please refer to the reports the company files with the Securities and Exchange Commission, including the company's Annual Report on Form 10-K for the fiscal year ended Sept. 30, 1999 and Quarterly Report on Form 10-Q for the three months ended Dec. 31, 1999.
CONTACT: Vitesse Semiconductor Corp. Eugene F. Hovanec, 805/388-3700 |