1. Q: What, as a shareholder, do I receive from the proposed DiviCom/Harmonic merger and spin off?
A: For each share of CUBE, shareholders at the close of the deal will receive 0.5427 shares of HLIT and approximately 1 share of the new company, which consists of the assets of the Semiconductor division.
2. Q: When do you anticipate the completion of the merger and spin off?
A: We anticipate that the Semiconductor Division will spin off and DiviCom will merge with Harmonic, Inc. in March of 2000.
3. Q: What will be the name and symbol of the new company that results from the spin off of the Semiconductor Division?
A: Upon completion of the merger, the Semiconductor Division will be named C-Cube Microsystems Inc. and be traded under the NASDAQ symbol "CUBE."
4. Q: What are C-Cube's revenues by segment?
A: During the fourth quarter, the communications business represented 65% of total company revenues, and consumer represented 35%. The communications business includes digital video systems (DiviCom), encoders and set top box silicon, while the consumer business includes DVD and VCD.
5. Q: Who are DiviCom's largest customers?
A: Currently, DiviCom's largest customers include DirecTV, Echostar, NTL, GTE and Look Communications.
6. Q: What are DiviCom's products?
A: DiviCom's core products are MPEG-2 video compression encoders (video compression boxes), multiplexers (or digital video switches), and system management (network controlling software and hardware). DiviCom also sells systems engineering and integration services. Please visit DiviCom's web site at www.divi.com to learn more about these products.
7. Q: What separates DiviCom from its competitors?
A: DiviCom has four distinct advantages. DiviCom provides complete hardware solutions. DiviCom employs open architecture, allowing flexibility in system upgrades and/or replacements. DiviCom has superior system integration capabilities. DiviCom has the industry leading cost/value proposition in the MV-45 encoder, coupled with the leading HD encoder, the MV-400.
8. Q: Who are you currently working with in U.S. Cable?
A: DiviCom continues to pioneer the open architecture solutions that are spreading through U.S. Cable. We are currently working with MediaOne, Time Warner and Cablevision.
9. Q: Are there plans to work with anyone else in the U.S. Cable?
A: We are currently speaking with a number of companies, and will announce all deals when they are consummated.
10. Q: Where is the growth coming from for the Semiconductor Division?
A: We are experiencing growth in our three expansion platforms: DVD, set-top boxes, and codec.
11. Q: Who are C-Cube's current chip customers for set-top boxes?
A: C-Cube currently supplies chips to Sony, Philips, Pace, Pioneer, Nokia, NEC, JVC, Sharp and Zenith.
12. Q: Has China transitioned from VCD to DVD?
A: The transition to DVD has begun in China. We anticipate that the vast majority of the market will be DVD by the end of this year; however, we expect some continuation of VCD and SVCD sales.
13. Q: What design wins does C-Cube have with its DVD decoders?
A: C-Cube has announced that its ZiVA decoders will be used in Samsung, JVC, Aiwa, LG Electronics, Hitachi, Acer, Tatung, and Marantz DVD players.
14. Q: When will consumer-recordable DVD be available?
A: C-Cube is the first company to launch a consumer codec (encoder/decoder on single chip). The product, DVxplore, is initially aimed at the consumer PC market. We anticipate stand-alone players should have this capability by 2001, as they utilize the first codec to be offered at consumer price points, DVxcel.
15. Q: What does the D-VHS players offer consumers?
A: Currently, D-VHS players which use C-Cube silicon are being sold in Japan. These players are the most advanced digital recorder on the market. D-VHS units can now record up to 24 hours of high quality digital video onto a single tape, and still have the ability to play the older VHS tapes. D-VHS is the only technology that is currently capable of recording HD content.
16. Q: Who is C-Cube's competition in encoders, both professional and consumer?
A: In the professional market, C-Cube owns the majority of the market with IBM being the closest competitor. In the consumer markets, C-Cube has at least a multi-quarter lead in codecs (single chip encoder/decoder). Competitors such as Sony, Philips, Matsushita, Icompression and Stream Machine have announced designs of a single chip encoder, with production plans not yet released.*
17. Q: Can you list C-Cube's growth areas for 2000?
A:
Chip Markets:
Set-Top-Boxes
Consumer Codecs
Consumer DVD Decoders
Broadcast Encoders
Prosumer Encoders
DiviCom Systems Markets:
Digital Broadcast Satellite (DBS)
Digital Cable
Terrestrial Broadcast (HDTV)
Telecommunications
Datacasting
c-cube.com |
