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Technology Stocks : C-Cube -- Ignore unavailable to you. Want to Upgrade?

To: Maya who wrote (48884)	3/27/2000 8:05:00 AM
From: John Rieman	Read Replies (1) \| Respond to of 50808

C-Cube PR on the merger/spin-off........................ Monday March 27, 7:30 am Eastern Time Company Press Release C-Cube Announces Filing of Registration Statement and Joint Proxy Statement for a Special Meeting of Shareholders MILPITAS, Calif.--(BUSINESS WIRE)--March 27, 2000--C-Cube Microsystems (Nasdaq:CUBE - news) today announced that is has filed with the U.S. Securities and Exchange Commission a registration statement on Form S-1, and filed the joint proxy statement on Form S-4 for a special meeting of C-Cube shareholders to be held on April 24, 2000. C-Cube's stockholders will vote on the proposed sale of the company's DiviCom business to Harmonic Inc. (Nasdaq:HLIT - news) and the spin-off of C-Cube as a new entity owned by the current C-Cube shareholders. Harmonic Inc. has also scheduled a special shareholder meeting on April 24, 2000. As announced on October 27, 1999, Harmonic has entered into a definitive agreement to acquire the DiviCom business of C-Cube. Under the terms of the agreement between C-Cube and Harmonic, the transaction is structured as a tax-free exchange of stock. C-Cube stockholders will receive 0.5427 shares of Harmonic stock for each share of C-Cube. If the transaction is approved, C-Cube will spin-off its semiconductor business prior to closing, after which Harmonic will acquire DiviCom pursuant to a merger of C-Cube (less the assets of the semiconductor business) into Harmonic. Closing is expected in the first week of May.(a) After the close, C-Cube Semiconductor will re-acquire the C-Cube Microsystems name, and be listed on the Nasdaq under the CUBE symbol. C-Cube will announce its first quarter earnings on April 24, 2000. About C-Cube C-Cube Microsystems Inc. is the industry leader in the development and delivery of highly integrated digital video silicon and systems solutions. C-Cube's Semiconductor Division delivers digital video silicon and systems solutions for the communications and consumer electronics markets. C-Cube's DiviCom Division is a leader in the deployment of digital video networks. C-Cube is headquartered in Milpitas, California with offices in North America, Europe, and Asia. Its stock is traded on the Nasdaq under the symbol CUBE. C-Cube can be reached at +1.408.490.8000 or at c-cube.com. C-Cube's DiviCom Division is based in Milpitas, Calif. and can be reached at +1.408.944.6700 or at divi.com. This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Actual results could differ materially from those projected in the forward-looking statements as a result of the risk factors set forth in the Company's Forms 10-K and 10-Q reports and in C-Cube Semiconductor Inc.'s Registration Statement on Form 10. The Company has attempted to identify forward-looking statements in this press release by placing an asterisk (a) following each sentence containing such statements. -------------------------------------------------------------------------------- Contact: C-Cube Microsystems Corporate Communications Alan Markow, 408/490-8707 or Investor Relations Steven Horwitz, 408/490-8561