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To: Michael Wade who wrote (4666)9/24/1999 2:03:00 PM
From: Ram Seetharaman  Read Replies (1) | Respond to of 4679
 
Friday September 24, 7:02 am Eastern Time
Company Press Release
S3 And Diamond Multimedia Announce Shareholder Approval of Merger
SANTA CLARA, Calif.--(BUSINESS WIRE)--Sept. 24, 1999--S3® Incorporated (Nasdaq:SIII - news) and Diamond Multimedia Systems, Inc. (Nasdaq:DIMD - news) announced today that the merger of the two companies has been approved by both S3 and Diamond's shareholders.

Under the terms of the merger, shareholders of Diamond Multimedia will receive .52 of a share of S3 stock for each share of Diamond Multimedia stock held.

''With the addition of Diamond Multimedia, S3 immediately expands its technology leadership beyond PC graphics and into several new, high-growth markets including Internet audio, broadband communications and home networking,'' said Ken Potashner, Chief Executive Officer of S3 Incorporated.

''S3 now has several key elements in place -- comprehensive technology, strong distribution channels and an established brand name to play a leading role in the rapidly evolving personal computing and Internet appliance markets.''

Restructured Business Model

Based on the completed merger, S3 will be comprised of four distinct business units:

-- Communications -- Designing the information infrastructure for
tomorrow's home and small office environments, S3's
Communications technology includes home networking products,
broadband communications products and Internet appliances,
including the Rio players. S3's Communications business unit is
headquartered in Vancouver, Wash.

-- Multimedia -- Building on S3's historical leadership in PC
Graphics, the Multimedia business unit is responsible for desktop
and mobile graphics products, audio products and other
forthcoming consumer and PC-based graphics and video initiatives.
S3's Multimedia business unit is headquartered in Santa Clara.

-- Professional Graphics -- Based on exclusive access to IBM's
high-end graphics technology, S3's Professional Graphics unit is
committed to bringing superior price/performance solutions, such
as the Fire GL1 accelerator, to the workstation-level graphics
market. S3's Professional Graphics business unit is based in
Starnberg, Germany.

-- RioPort -- Providing the ultimate online site for digital audio
content, RioPort is seeking to revolutionize the way people
access and listen to music and spoken word audio. RioPort is
headquartered in San Jose, Calif.

Strong and Focused Executive Management Team

Further solidifying its new business model, S3 also announced today the executive management team that is chartered with leading the company into new directions, new markets and new levels of success. Made up of successful S3 and Diamond executives as well as several new individuals brought in for their proven experience, the team consists of:

-- Ken Potashner, Chief Executive Officer
-- Walt Amaral, Chief Financial Officer
-- Andrew Wolfe, Chief Technology Officer
-- Jim Cady, President of Communications
-- Paul Franklin, President of Multimedia
-- Ian Cartwright, President of Professional Graphics
-- David Watkins, President of RioPort
-- Franz Fichtner, President of Europe
-- Claude Barathon, Senior Vice President of Worldwide Sales and
Marketing
-- Joe Shepela, Senior Vice President of Human Resources and
Administration

About S3 Incorporated

Building on its proven technology expertise, established worldwide distribution channels, strong brand recognition and strategic partnerships, S3 is committed to delivering targeted products for the Personal Computer, Communications and Consumer/Internet Appliance markets.

Products for these markets currently include its Rio series of audio players; the Stealth III S540, Stealth III S540 Xtreme and Viper II graphics accelerators; the Monster Sound MX300 audio accelerator; the Fire GL1 professional graphics accelerator; the Supra series of modems; and the HomeFree line of home networking products.

The Company's Internet music portal site is at www.RioPort.com and its e-commerce sites are at www.estore.diamondmm.com and eAuction.diamondmm.com.

Except for historical information contained herein, the matters set forth in this press release, such as statements as to expected success in new, high-growth markets and the ability to play a leading role in the evolving PC and consumer device market, are forward-looking statements that are subject to risk and uncertainties, including the satisfaction of certain conditions to the merger, the impact of competitive products and pricing and of alternative technological advances, the ability of the new executives to work together with existing management and employees, design, competitive product and other factors that may affect current and potential customers' decisions to use the company's products, and other risks detailed from time to time in S3 and Diamond's SEC reports and in the Joint Proxy Statement/Prospectus dated August 16, 1999 of S3 and Diamond Multimedia.

Note to Editors: S3 is a registered trademark of S3 Incorporated. The S3 corporate logo is a trademark of S3 Incorporated. Other marks referenced herein are the property of their respective owners.

--------------------------------------------------------------------------------
Contact:
S3 Inc.
Paul Crossley, 408/588-8664 (Press)
pcross@s3.com
Eugene Anton, 408/588-8086 (Investor)
ir@s3.com
s3.com