Broadcom Corporation Completes Acquisition of
Maverick Networks, Alliance Semiconductor
Reports Gain on Transfer of $52 Million
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SAN JOSE, Calif.--(BUSINESS WIRE)--June 3, 1999--In a press release dated
June 1, 1999 Broadcom Corporation (Nasdaq:BRCM), a leading developer of
integrated circuits enabling high-speed broadband communications,
announced that it completed the acquisition by merger of Maverick Networks
on May 31, 1999.
The proposed merger transaction was originally announced by Broadcom
Corporation on January 25, 1999 and Alliance Semiconductor on January 27,
1999.
As a result of this merger, Alliance Semiconductor (Nasdaq:ALSC) will report
a pretax, non-operating gain of approximately $52 million on its investment in
Maverick Networks in the financial results for the first quarter ending July 3,
1999, based on Broadcom's closing stock price of $95 3/4 on May 31, 1999.
In connection with the closing of Maverick Networks, Alliance Semiconductor
will receive 538,961 shares of Broadcom's Class B Common Stock. According
to Broadcom, shares of Broadcom's Class B Common stock are identical to
Class A Common Stock except for certain voting rights, and are automatically
converted into Class A Common Stock upon sale.
As reported in Alliances' Fourth Quarter FY 1999 earnings release dated April
27, 1999, the Broadcom shares are subject to certain restrictions, including a
restriction pursuant to the pooling-of-interest rules which prevents the company
from selling its shares until Broadcom first publicly reports thirty days of
Broadcom and Maverick Networks combined operating results.
According to the company's agreement with Broadcom, 10% or 53,896 shares
of Broadcom stock will be held in escrow for six months to potentially
compensate Broadcom for losses, if any, Broadcom may incur if Maverick
breaches terms of the merger agreement, or misrepresents information in the
transaction.
Company Information
Alliance Semiconductor Corporation is a leading worldwide supplier of high
performance memory and memory intensive logic products. Alliance's product
lines include Static Random Access Memory (SRAM), Dynamic Random
Access Memory (DRAM), Flash memory and embedded memory and logic
products.
Alliance designs, develops and markets its products to the desktop and
portable computing, networking, telecommunication, instrumentation, and
consumer markets. Alliance manufactures its products through independent
and joint venture manufacturing facilities, using advanced CMOS process
technologies with line widths as narrow as 0.25 microns.
Alliance was founded in 1985 with headquarters in San Jose. Additional
Company information can be found on our home page: alsc.com.
Forward Looking Statements
Except for historical information, the above statements of this press release
(including, without limitation, expressions of expectation, belief, anticipation or
estimation of the company or its management) are forward-looking statements
that are subject to certain risks and uncertainties that could cause actual
results to differ materially from those set forth in the forward looking
statements. These risks and uncertainties include such factors, among others,
as the potential erosion of Broadcom stock price, various restrictions on the
company's ability to sell or otherwise transfer its shares, Rule 143 restrictions,
and other factors preventing the company from selling or transferring its stock
in Broadcom; and the risk factors listed under Item 1: Business and Item 7:
Management's Discussion and Analysis of Financial Condition and Results of
Operations in the company's Form 10-K for the fiscal year ended March 28,
1998 and Form 10Q for quarter ended January 2, 1999, which have been filed
with the Securities and Exchange Commission and which are available through
the company's home page, alsc.com. These forward-looking
statements speak only as of the date of this press release. The company
expressly disclaims any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained herein to
reflect any change in the company's expectations with regard thereto or to
reflect any change in events, conditions or circumstances on which any such
forward-looking statement is based, in whole or in part. |
