To: DAY TRADER who wrote (2407 ) 8/11/1999 8:22:00 AM From: Keith A Walker Respond to of 6531
Another acquisition: AltoCom, Inc. Broadcom Corporation to Acquire AltoCom, Inc., Modem Technology Innovator; Acquisition Leads the Integration Path for V.90 and Home Networking Technologies IRVINE, Calif.--(BUSINESS WIRE)--Aug. 11, 1999--Broadcom Corporation (Nasdaq:BRCM), a leading provider of integrated circuits enabling high-speed broadband communications to and throughout the home and business, today announced it has signed a definitive agreement to acquire AltoCom, Inc., a Silicon Valley-based leader in embedded and PC based modem solutions for Internet connectivity in PCs, fax machines and consumer electronics devices. AltoCom(R) is an industry leader in offering complete software data/fax modem implementations for general purpose embedded processors, PC CPU's, and digital signal processors (DSPs). The company's line of SoftModem products are already in more than a dozen products from leading brand manufacturers, solving OEM needs for high-speed data and fax modem functionality at a lower cost and power consumption than traditional hardware modem solutions. SoftModem products will be paired with technology from Broadcom's wholly-owned home networking subsidiary, Epigram, Inc., yielding an integrated V.90 and home networking solution for seamlessly accessing and sharing Internet content throughout the home over the existing telephone line. "The addition of AltoCom to the Broadcom family reinforces our commitment to delivering integrated Internet access functionality," said Dr. Henry T. Nicholas III, President and CEO of Broadcom. "AltoCom's SoftModem technology will provide our joint customer base with scalable, high-speed and reliable embedded modem technology for use in portable devices, PCs and remote access servers." "Our pairing with Broadcom will add SoftModem performance, speed and reliability to a whole new class of communications devices," said Zarko Draganic, Founder, President and CEO of AltoCom. "Broadcom's extensive OEM customer base stands to quickly gain an Internet access port featuring SoftModem and integrated home networking technology." Under the terms of the agreement, Broadcom will issue approximately 1.62 million shares of its Class B Common Stock in exchange for all shares of AltoCom Preferred and Common Stock, including shares issuable upon exercise of employee stock options and other rights. 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 AltoCom 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(R); the Class B Common Stock is not publicly traded. About AltoCom AltoCom, Inc. was founded in 1997 and specializes in portable DSP software for communications. AltoCom is headquartered in Mountain View, Calif. The AltoCom SoftModem is high-performance software capable of performing a full suite of data and fax modem functions on general-purpose microprocessors, without dedicated modem hardware. The AltoCom line of SoftModem products was designed from the ground up to be extremely portable across modern processor architectures, making it suitable for many different types of communication devices and processors. AltoCom SoftModems enable manufacturers of computers, fax machines, remote access servers, and other communications devices to reduce the cost, size, power consumption and complexity of their products. Additionally, its ability for in-the-field upgrades makes it a superior modem solution over hardwired DSP chips. For more information on AltoCom, visit the company's Web site at www.altocom.com.