To: Bill Lin who wrote (13851 ) 12/20/1999 4:26:00 PM From: jft Respond to of 14577
(BSNS WIRE) Number Nine Visual Technology Corporation Set to Sell Assets Number Nine Visual Technology Corporation Set to Sell Assets to S3, Inc., Through Voluntary Chapter 11 Filing Business/Technology Editors LEXINGTON, Mass.--(BUSINESS WIRE)--Dec. 20, 1999--Number Nine Visual Technology Corporation (Nasdaq OTC-BB:NINE) announced today that it has entered into a "letter-of-intent" to sell substantially all of the assets of Number Nine to S3 Inc., a leading developer and manufacturer of interactive multimedia products. In furtherance of the sale, Number Nine and its subsidiaries, today filed a voluntary petition for protection under Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court in Massachusetts. To maximize the value of its estate for the benefit of its stakeholders, Number Nine has requested court authorization to consummate this sale. The proposed sale of substantially all of the assets of Number Nine has a total consideration of $4.8 million, a portion of which will be cash and a portion of which may be common stock of S3 Inc. In addition, the two parties are in the process of completing a definitive sale agreement for submission to the court for their approval. Pursuant to U.S. Bankruptcy Code, this bid is subject to higher and better offers. The completion of the transaction is subject to customary terms and conditions as well as bankruptcy court and regulatory approval. After reviewing its options, it was ultimately determined that to complete a transaction in a timely manner and preserve the operations, assets and customer base of Number Nine, it was necessary to effectuate an asset purchase utilizing Chapter 11 of the Federal Bankruptcy Code. Wallace Smith, President and Chief Executive Officer of Number Nine, said: "We have been actively trying to raise additional capital for the Company since my arrival earlier this summer. Given Number Nine's present total liabilities, it has been a very difficult situation. After studying a variety of strategic, operational and financial alternatives, it has become quite clear that the best interests of our stakeholders would be served by seeking a sale of the Company through court protection." Smith concluded, "Number Nine truly has mixed emotions about this transaction. On the one hand, we are deeply disappointed in not being able to complete our turnaround efforts and preserve or create value for the stockholders. We have made great strides in our turnaround efforts during the last nine months. But in our opinion, the current liability situation was just too much to overcome. I am pleased that we will be able to repay a significant portion of the outstanding liabilities and that S3 will be given the opportunity to continue to serve and support our customers around the world." About Number Nine Number Nine Visual Technology Corporation,nine.com , is a leading supplier of high-performance visual technology solutions, including video/graphics accelerator subsystems, chips and productivity-enhancing software. Number Nine is one of the first companies to offer its users drivers certified by Microsoft's Windows Hardware Quality Labs (WHQL). The company is a pioneer in PC graphics, delivering the first 128-bit graphics accelerator, the first 256-color and 16.8 million-color cards, and four consecutive lines of 128-bit graphics chips and boards. Number Nine is a publicly-held company (NASDAQ OTC-BB: NINE) headquartered in Lexington, Massachusetts, with research and development, sales and/or marketing offices in Munich, Germany and Redmond, Washington. This press release contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such statements are based on management's current expectations and are subject to a number of factors and uncertainties which could cause actual results to differ materially from those described herein, including, but not limited to such factors as are described under "Certain Factors That May Affect Future Results of Operations" in the Company's Quarterly Report on Form 10-Q for its fiscal quarter ended October 2, 1999. as filed with the Securities and Exchange Commission --30--mb/bos* CONTACT: Number Nine William Ralph, Investor Relations, (781) 869-7210 wralph@nine.com KEYWORD: MASSACHUSETTS INDUSTRY KEYWORD: SOFTWARE Today's News On The Net - Business Wire's full file on the Internet with Hyperlinks to your home page. URL: businesswire.com *** end of story ***