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Technology Stocks : C-Cube
CUBE 35.90+0.2%Dec 26 9:30 AM EST

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To: John Rieman who wrote (40167)4/26/1999 6:49:00 PM
From: J Fieb  Read Replies (2) of 50808
 
BRCM is using its inflated stock as currency. CUBE/DIVI are you ready for this.......

newspage.com

RVINE, Calif.--(BUSINESS WIRE) via NewsEdge Corporation --

Acquisition Enables the World's First End-to-End Solution

for Broadband Internet Access and Home Networking

Broadcom Corporation (Nasdaq:BRCM), a leading developer of
integrated circuits enabling high-speed broadband communications to
the home and business, today announced that it has signed a
definitive agreement to acquire Epigram, Inc., a Sunnyvale,
Calif.-based company that makes advanced semiconductor products
for high-speed home networking.

Epigram is the leader in developing and delivering advanced
networking silicon that allows consumers to create high-speed home
networks over ordinary telephone lines for distributing broadband
Internet access, video transfer and voice at high speeds throughout
the home or small office. Epigram's products enable high-speed
connections among all computing devices, peripherals and consumer
electronic devices within the home, and will combine with Broadcom's
leading switching and communications technology to bring broadband
communications into the home and small office.

Under the terms of the agreement, Broadcom will issue 4.6 million
shares of its Class B Common Stock in exchange for all shares of
Epigram Preferred and Common Stock, including shares issuable upon
exercise of employee stock options and other rights. Based on the
closing price of Broadcom Class A Common Stock on the Nasdaq
National Market(R) on April 23, the deal is valued at approximately
$316 million.


The merger transaction is expected to close within 90 days and will
be accounted for as a pooling of interests. The boards of directors of
both companies have approved the agreement. The transaction is
subject to the approval of Epigram's shareholders and satisfaction of
regulatory requirements and other customary closing conditions.

"Broadcom is the market leader in bringing broadband communications
to the home with our broadband cable and telephone line technology
for television set-tops and high-speed modems," said Henry T.
Nicholas III, President and CEO of Broadcom. "This strategic
acquisition completes our vision of extending the broadband
connection throughout the home. It will enable the ubiquitous delivery
of voice, data and video to any network-enabled appliance, PC or
consumer electronic device over ordinary phone lines. This will provide
a complete, standards-based silicon platform for a host of new
consumer devices and applications."

Jeff Thermond, Epigram's President and CEO, said, "Epigram is thrilled
to be teaming up with the world's leader in broadband networking
solutions. We look forward to executing on a common vision of a
world where a billion devices connect to the Internet for the delivery
of voice, data and video content, anytime and anywhere. Epigram's
iLine10(TM) silicon expertise combined with Broadcom's market
presence and proven ability to deliver innovative, cost-effective
silicon solutions promises to speed the timetable for networking
multiple devices throughout the home."

Epigram will become Broadcom's Home Networking Division, based in
Silicon Valley, and headed up by Mr. Thermond as the division's Vice
President and General Manager, reporting to Dr. Nicholas.

Epigram, a founding member of the Home Phoneline Networking
Alliance, is focused on delivering high-speed content across existing
household or small business copper telephone lines, without the need
to install new wiring. Epigram's technology and products allow users
to send voice, video and data concurrently on existing home
phonelines at speeds of 10 megabits per second and higher. Epigram
has partnerships with the leading vendors in the PC, data
communications and consumer electronics industries providing
products to the home networking market.

Forrester Research has estimated that more than $1 billion will be
spent on home networks by the year 2002. International Data
Corporation estimates that today there are approximately 18 million
homes with more than one PC and the number of multiple PCs is
growing more than twice as fast as the overall penetration rate of
PCs. IDC also estimates that over one quarter of all homes are online,
which represents almost one half of all PC owners.

About Epigram

PC, consumer electronics and data communications vendors are lining
up their devices to actively participate in the Internet revolution.
Founded in 1996 by Jack Holloway and Dr. Ed Frank, Epigram supplies
silicon chipsets that are easily embedded within a PC, modem, cable
modem, set-top box, television or any other device with a need for
Internet connectivity. The company's first products, iLine10 chipsets,
use the existing phoneline to uniquely create a high-speed network
within any home or small office. The company's InsideLine(TM) local
area networking technology gives consumers and small business
owners a concurrent digital dial tone with their telephone service.
Additional Epigram information is available at www.epigram.com.

About Broadcom

Broadcom Corporation is a leading developer of highly integrated
silicon solutions that enable broadband digital data transmission to
and throughout the home and within the business enterprise. Using
proprietary technologies and advanced design methodologies, the
Company has designed and developed integrated circuits for some of
the most significant broadband communications markets, including the
markets for cable set-top boxes, cable modems, high-speed
networking products, direct broadcast satellite and terrestrial digital
broadcast, and digital subscriber line (xDSL). Broadcom is
headquartered in Irvine, Calif., and may be contacted at
949-450-8700 or at www.broadcom.com.

Safe Harbor Statement of Broadcom Corporation under the Private
Securities Litigation Reform Act of 1995:

This release may contain forward-looking statements based on our
current expectations, estimates and projections about our industry,
management's beliefs, and certain assumptions made by us. Words
such as "anticipates, " "expects," "intends," "plans," " believes" and
similar expressions are intended to identify forward-looking
statements. These statements are not guarantees of future
performance and are subject to certain risks, uncertainties and
assumptions that are difficult to predict. Therefore, our actual results
could differ materially and adversely from those expressed in any
forward-looking statements as a result of various factors.

Important factors that may cause such a difference for Broadcom in
connection with the planned acquisition of Epigram include, but are
not limited to, the risks inherent in acquisitions of technologies and
businesses, including the timing and successful completion of
technology and product development, integration issues,
unanticipated expenditures, changing relationships with customers,
suppliers and strategic partners, potential intellectual property or
employment issues, and the risks that the acquisition cannot be
completed successfully or that anticipated benefits are not realized;
delays in the adoption and acceptance of industry standards in the
home and small office networking markets; the rate of adoption by
our present and future customers and end-users of Broadcom-Epigram
technologies and products in those markets; the timing of
customer-industry qualification and certification of our products and
the risks of non-qualification or non-certification; the loss of a
significant customer; the qualification, availability and pricing of
competing products and technologies and the resulting effects on
sales and pricing of our products; intellectual property disputes;
fluctuations in manufacturing yields and other problems or delays in
the fabrication, assembly, testing or delivery of our products; our
ability to retain and hire key executives, technical personnel and
other employees in the numbers, with the capabilities, and at the
compensation levels needed to implement our business and product
plans; the quality of our products; difficulties we encounter in
achieving higher levels of design integration and in migrating product
designs to smaller geometry processes; business disruptions, claims,
expenses and other difficulties resulting from "Year 2000" problems in
computer-based systems used by us, our suppliers or our customers;
general economic conditions and specific conditions in the markets we
address; and other factors.

Broadcom's Annual Report on Form 10-K, forthcoming Quarterly Report
on Form 10-Q and other Securities and Exchange Commission filings
discuss some of the important risk factors that may affect our
business, results of operations and financial condition. Broadcom
undertakes no obligation to revise or update publicly any
forward-looking statements for any reason.

Broadcom(R) and the pulse logo are trademarks of Broadcom
Corporation.

Epigram, iLine10 and InsideLine are trademarks of Epigram, Inc.

How can BRCM be expert in so many technologies? Very ambitious.
Waiting to see DIVI's next move in systems.Go DIVI. I'd like to hear some more ideas where CUBE/DIVI can find complementary technology......
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