To: Norrin Radd who wrote (5404 ) 7/19/1999 1:45:00 AM From: DJBEINO Respond to of 9582
Broadcom Corporation to Acquire HotHaus Technologies Inc., a VoIP Telecommunications Software Leader IRVINE, Calif. and VANCOUVER, B.C.--(BUSINESS WIRE)--July 18, 1999-- Acquisition Expands Broadcom's Leadership in Broadband Communications as the Market for Voice over Internet Protocol (VoIP) Accelerates Broadcom Corporation (Nasdaq:BRCM - news), a leading provider of integrated circuits enabling high-speed broadband communications to and throughout the home and business, today announced that it has signed a definitive agreement to acquire HotHaus Technologies Inc., a Vancouver, British Columbia-based leader in Open VoIP(TM) embedded communications software that enables transmission of digital voice, fax and data packets over data networks, including the Internet. HotHaus is a pioneer in the development of embedded digital signal processing (DSP) software. HotHaus' suite of products provide the core voice, fax relay, data relay and telephony signaling for VoIP (Voice over Internet Protocol). The product suite runs on programmable DSPs and is used in gateways, cable modems, ADSL modems, remote access servers, LAN PBXs and Internet appliances. HotHaus software solutions, including HausWare xChange(TM), address a growing demand by telecommunications companies for technology that will help drive VoIP. The HotHaus technology is key to equipment used by telecommunications companies as they move to meld telephony and data communications infrastructures, and migrate from traditional circuit-switched networks to packet-switched systems. ''This is a powerful combination that brings Broadcom's systems-on-a-chip and broadband communications expertise together with HotHaus' leadership in DSP software technology for a teaming that will provide cost-effective solutions to the rapidly growing VoIP market,'' said Dr. Henry T. Nicholas III, President and CEO of Broadcom. ''This strategic acquisition will allow Broadcom to provide the optimal solution of hardware and software for the delivery of voice over a broadband packet network.'' ''We're excited about combining forces to address the incredible market opportunity in packet telephony,'' said Ross Mitchell, Founder, President and CEO of HotHaus. ''There is a highly synergistic relationship between Broadcom and HotHaus with virtually no overlap in resources. The combined team is uniquely positioned to develop innovative, world-class products for the broadband Internet telephony marketplace that benefit our customers by offering a more cost-effective, robust, complete broadband solution.'' Under the terms of the agreement, a Canadian subsidiary of Broadcom will issue Exchangeable Preferred Stock in exchange for all outstanding shares of HotHaus Common Stock. Shares of the Exchangeable Preferred Stock may in turn be exchanged at the holder's request for shares of Broadcom's Class B Common Stock on a one-for-one basis. Outstanding HotHaus stock options will become directly exercisable for shares of Broadcom Class B Common Stock. In the aggregate, Broadcom will reserve 2.0 million shares of its Class B Common Stock for issuance upon such exchanges and exercises. HotHaus shareholders may elect to receive shares of Broadcom Class B Common Stock directly in exchange for their HotHaus shares. Based upon the closing price of Broadcom Class A Common Stock on the Nasdaq National Market® on July 16, the deal is valued at approximately $280 million U.S. ($414 million Canadian). The merger transaction is expected to close within 60 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 HotHaus shareholders and satisfaction of regulatory requirements and other customary closing conditions. Broadcom expects to record a one-time charge in its third fiscal quarter to cover related expenses. Shares of Broadcom's Class B Common Stock are identical to Broadcom Class A Common Stock except for certain voting rights, may be converted into Class A Common Stock at the holder's option, and are automatically converted into Class A Common Stock upon sale and most other transfers. Broadcom's Class A Common Stock is traded on the Nasdaq National Market; the Class B Common Stock is not publicly traded. biz.yahoo.com