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To: John Rieman who wrote (49120)	4/24/2000 4:24:00 PM
From: Maya	Respond to of 50808

Stockholders Approve Harmonic-DiviCom Merger; Combined Company to Provide Open-Systems Solutions for Delivering Video, Voice and Data Over Broadband Networks Monday April 24 4:06pm Source: BusinessWire SUNNYVALE and MILIPTAS, Calif.--(BUSINESS WIRE)--April 24, 2000--Stockholders of Harmonic Inc. (Nasdaq: HLIT) and C-Cube Microsystems Inc. (Nasdaq: CUBE) have separately approved the acquisition by Harmonic of the DiviCom business of C-Cube Microsystems. This acquisition will be effected through the merger of Harmonic with C-Cube Microsystems after the spinoff of C-Cube Microsystems' semiconductor business. Together, the companies will provide open-systems solutions for delivering video, voice and data over cable, satellite, telco and wireless networks. The results were announced at special stockholder meetings at 9:00 a.m. PST today in Milpitas and Santa Clara, California. For stockholder approval, a simple majority of the stockholders of Harmonic and C-Cube Microsystems had to vote in favor of the merger. Harmonic designs and manufactures digital and fiber-optic solutions for cable, satellite, telco and wireless network operators; DiviCom develops digital head-end solutions for cable, wireless and satellite service providers; and C-Cube's Semiconductor business develops silicon solutions for DVD players, digital set-top boxes, broadcast encoders and other digital video equipment. The merger is contingent on the spinoff of C-Cube's semiconductor business into a standalone company. The record date for the spinoff is April 25, 2000, and the distribution and closing of the merger are expected to take place during the first week of May.* Under the terms of the agreement between Harmonic and C-Cube Microsystems, the transaction is structured as a tax-free exchange of stock in which C-Cube Microsystems stockholders will receive, in exchange for each share of C-Cube Microsystems stock, 0.5427 shares of Harmonic stock.* In addition, C-Cube Microsystems' stockholders will receive spun off shares of the semiconductor business.* Chase Mellon Shareholder Services tabulated the stockholder vote for Harmonic. The C-Cube Microsystems vote was tabulated by Boston Equiserve. About Harmonic Harmonic designs, manufactures and markets digital and fiber optic systems that deliver video, voice and data over cable, satellite, telco and wireless networks. These advanced solutions enable cable television and other network operators to provide a range of interactive broadband services that include high-speed Internet access, telephony and video-on-demand. Harmonic is headquartered in Sunnyvale, Calif., where it also operates an R&D center and a manufacturing facility, and has a sales and support center in the U.K. The company also operates its Harmonic Data Systems subsidiary and an R&D center in Israel. In addition, the company maintains several sales and support centers worldwide. Harmonic is ISO 9001-certified and its stock is traded on the Nasdaq stock market under the symbol "HLIT." For more information, check the company's website at www.harmonicinc.com. About Harmonic About DiviCom DiviCom is a leading provider of open solutions for digital television. Products include audio/video encoding, data broadcast solutions, network management systems, consulting and integration services. Based on the MPEG-2, DVB and ATSC international standards, DiviCom products enable digital video broadcasting over a variety of networks including satellite, wireless, telco and cable. DiviCom is based in Milpitas, California and can be reached at 408.490.6700 or www.divi.com. About C-Cube Microsystems C-Cube Microsystems Inc. is the industry leader in the development and delivery of highly integrated digital video silicon and systems solutions. C-Cube Semiconductor delivers highly integrated digital video silicon and systems solutions for the communications and consumer electronics markets, including digital set-top boxes,VCD, and DVD. C-Cube Microsystems 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 Microsystems can be reached at 408.490.8000 or at www.c-cube.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. The Company has attempted to identify forward-looking statements in this press release by placing an asterisk(*) following each sentence containing such statements. Note to Editors: C-Cube and the C-Cube logo are registered trademarks of C-Cube Microsystems, Inc. DiviCom is a registered trademark of DiviCom, Inc. Harmonic is a registered trademark of Harmonic Inc. All other trademarks or registered trademarks are property of their respective owners. Contact: C-Cube Microsystems Inc. Alan Markow, 408/490-8707 (Corporate Communications) alan.markow@c-cube.com Steven Horwitz, 408/490-8561 (Investor Relations) steven.horwitz@c-cube.com or Harmonic Inc. Joyce Smaragdis, 408/542-2692 (Public Relations) joyce.smaragdis@harmonicinc.com Michael Newman, 408/542-2750 (Investor Relations) mnewman@stct.com

To: John Rieman who wrote (49120)	4/24/2000 4:27:00 PM
From: Maya	Respond to of 50808

TABLE - C-Cube Microsystems Inc Q1 results April 24, 2000 4:23pm Source: Reuters MILPITAS, Calif., April 24 (Reuters) - CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) (Unaudited) Quarter Ended March 31, 2000 1999 Net revenues $ 61,002$ 58,287 Costs and expenses: Cost of revenues 26,754 23,646 Research and development 14,154 13,313 Selling, general and administrative 10,749 9,419 Taxes related to stock options (see Note 1) 3,412 -- Total 55,069 46,378 Income from operations 5,933 11,909 Other income, net 3,775 1,725 Income from continuing operations before income taxes and minority interest 9,708 13,634 Income tax expense for continuing operations 2,621 3,935 Income from continuing operations before minority interest 7,087 9,699 Minority interest in net income (loss) of subsidiary 7 (28) Income from continuing operations 7,080 9,727 Discontinued operations: Income from operations of DiviCom business (net of taxes) 1,552 3,233 Loss on disposal of DiviCom business (net of taxes) (7,348) -- Net income 1,284 12,960 Diluted earnings per share amounts: Income from continuing operations 0.14 0.24 Income (loss) from discontinued operations (0.12) 0.08 Net income 0.03 0.31 Diluted shares used in computation 49,449 41,344 Note 1: Represents taxes related to extensive stock option exercises as a condition of the merger.

To: John Rieman who wrote (49120)	4/24/2000 4:29:00 PM
From: Maya	Respond to of 50808

C-Cube Reports Stockholder Approval of DiviCom-Harmonic Merger, First Quarter Earnings Ticker Last Change CUBE $54.63 $-4.88 Quotes 20 min delay. Monday April 24 4:09pm Source: BusinessWire MILPITAS, Calif.--(BUSINESS WIRE)--April 24, 2000--C-Cube Microsystems Inc. (Nasdaq:CUBE) today announced the stockholder approval of the merger of C-Cube's DiviCom business with Harmonic, a manufacturer of fiber-optic solutions for cable television companies, which will be preceded by the spin-off of C-Cube's semiconductor business into a stand-alone company that, following the merger, will continue the C-Cube Microsystems name. "We are very pleased to have obtained stockholder approval today," said Alex Balkanski, president and CEO of C-Cube Microsystems. Due to the approval of the merger with Harmonic, we are reporting revenue from our semiconductor division only. Our reported financials will reflect DiviCom as discontinued operations. Additionally, as a result of the merger, we also incurred extraordinary one-time taxes in the semiconductor division. Revenue for the first quarter revenues was $61 million. Income from continuing operations (semiconductor division), which included a $3.4 million tax related to extraordinary options exercises as a condition of the merger of DiviCom with Harmonic, for the first quarter was $7.1 million. Net income for C-Cube Microsystems, Inc. was $1.3 million, or $0.03 diluted earnings per share, which includes the net income from discontinued operations and the loss on disposal of DiviCom, equaling $5.8 million. There were significant expenses related to the transaction included in the sum, such as taxes and consulting. The DiviCom-Harmonic merger creates a broadband networking company that will provide open solutions for voice, video and data infrastructure. C-Cube Semiconductor, a pure play audio/video company, is expected to build on its strength of designing and manufacturing silicon solutions for DVD and digital VHS players, personal video recorders, digital set-top boxes, video production equipment and television broadcasting systems.* "We are excited about the spin-off of the semiconductor business,"