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Technology Stocks : C-Cube
CUBE 36.42+1.1%Dec 11 3:59 PM EST

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To: Stoctrash who wrote (34082)6/30/1998 12:35:00 PM
From: DiViT   of 50808
 
GENERAL INSTRUMENT SIGNS DEFINITIVE AGREEMENT TO ACQUIRE

HITS Authorization Service From TCI

GI to Operate and Market Service Along With Digital Transmission,
Headend and Set-top Terminal Products

HORSHAM, Pa., June 30 /PRNewswire/ -- General Instrument Corporation
(NYSE: GIC) announced today that it has signed a definitive agreement
with a subsidiary of Tele-Communications, Inc. (TCI), to acquire the
assets and licensing rights to operate the set-top authorization
business that controls the receipt of cable programming services
delivered to subscribers by TCI's Headend In The Sky(R) (HITS).

The deal, which was previously announced this past December, calls for
GI to acquire the assets and rights in exchange for General Instrument
common stock. As consideration for the acquisition, GI will transfer
to TCI, 21,356,000 newly issued shares of GI common stock, which
amounts to approximately 10 percent of the fully diluted equity
securities of GI on an as issued basis assuming the exercise or
conversion of all outstanding options and warrants. Closing of the
acquisition is subject to certain closing conditions, including
governmental review under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended.

The authorization service business provides the key function of
authorizing and de-authorizing set-top terminals throughout the United
States to receive premium and pay-per-view programming signals from
HITS. As such, it provides another important link to the secure
deployment of digital cable services. The licensing of software rights
from TCI will also enable GI to develop similar authorization service
businesses outside of the U.S.

"This is a technology and business that we are very familiar with and
which fits naturally within GI's core expertise," said Edward D. Breen,
Chairman and CEO of GI. "We have been providing a similar service to
the satellite industry for many years. The HITS authorization service
is an excellent complement to the digital transmission, headend and
set-top terminal products we have been deploying to cable systems
throughout North America since 1996. We look forward to being able to
fully market to cable operators across the country the secure
transmission of an array of digital cable services."

"It has been a long-term goal of TCI to make the HITS authorization
center services available on a cable industry basis," said David
Beddow, Senior Vice President of TCI Technology Ventures, Inc. "GI's
technical and business expertise makes them the perfect fit for
operating and growing this crucial service."

On December 17, 1997, GI announced that it expects to supply major
cable operators across North America with at least 15 million of GI's
advanced digital set-top terminals over the next 3-5 years at an
estimated value of $4.5 billion. To date, GI has deployed more than 1
million interactive digital cable set-top terminals, along with more
than 500 headends.

General Instrument Corporation (NYSE: GIC) is the world leader in
analog and digital systems that provide video, audio and high-speed
Internet/data services over cable and satellite TV networks. GI's
cable and satellite TV operations have approximately 7,000 employees
and annual sales of approximately $1.8 billion.

Visit the General Instrument Web Site at www.gi.com

Headend In The Sky(R) is a registered trademark of
Tele-Communications, Inc. All other trademarks and company names are
the properties of their respective owners.
SOURCE General Instrument Corporation

-0- 06/30/98 /CONTACT: Media, Dick Badler,
VP, Corporate Communications, 215-323-1618, or dbadler@gi.com, or
Sharon Corbitt, Media Relations Manager, 215-323-1873, or
scorbitt@gi.com; or Investors, Dario Santana, VP, Investor Relations,
215-323-1213, or dsantana@gi.com, all of General Instrument/

/Web site: gi.com (GIC)
CO: General Instrument Corporation; Tele-Communications, Inc. ST:
Pennsylvania IN: CPR TLS ENT SU: TNM
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