To: Stoctrash who wrote (34082 ) 6/30/1998 12:35:00 PM From: DiViT Respond to of 50808
GENERAL INSTRUMENT SIGNS DEFINITIVE AGREEMENT TO ACQUIRE HITS Authorization Service From TCI GI to Operate and Market Service Along With Digital Transmission, Headend and Set-top Terminal Products HORSHAM, Pa., June 30 /PRNewswire/ -- General Instrument Corporation (NYSE: GIC) announced today that it has signed a definitive agreement with a subsidiary of Tele-Communications, Inc. (TCI), to acquire the assets and licensing rights to operate the set-top authorization business that controls the receipt of cable programming services delivered to subscribers by TCI's Headend In The Sky(R) (HITS). The deal, which was previously announced this past December, calls for GI to acquire the assets and rights in exchange for General Instrument common stock. As consideration for the acquisition, GI will transfer to TCI, 21,356,000 newly issued shares of GI common stock, which amounts to approximately 10 percent of the fully diluted equity securities of GI on an as issued basis assuming the exercise or conversion of all outstanding options and warrants. Closing of the acquisition is subject to certain closing conditions, including governmental review under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The authorization service business provides the key function of authorizing and de-authorizing set-top terminals throughout the United States to receive premium and pay-per-view programming signals from HITS. As such, it provides another important link to the secure deployment of digital cable services. The licensing of software rights from TCI will also enable GI to develop similar authorization service businesses outside of the U.S. "This is a technology and business that we are very familiar with and which fits naturally within GI's core expertise," said Edward D. Breen, Chairman and CEO of GI. "We have been providing a similar service to the satellite industry for many years. The HITS authorization service is an excellent complement to the digital transmission, headend and set-top terminal products we have been deploying to cable systems throughout North America since 1996. We look forward to being able to fully market to cable operators across the country the secure transmission of an array of digital cable services." "It has been a long-term goal of TCI to make the HITS authorization center services available on a cable industry basis," said David Beddow, Senior Vice President of TCI Technology Ventures, Inc. "GI's technical and business expertise makes them the perfect fit for operating and growing this crucial service." On December 17, 1997, GI announced that it expects to supply major cable operators across North America with at least 15 million of GI's advanced digital set-top terminals over the next 3-5 years at an estimated value of $4.5 billion. To date, GI has deployed more than 1 million interactive digital cable set-top terminals, along with more than 500 headends. General Instrument Corporation (NYSE: GIC) is the world leader in analog and digital systems that provide video, audio and high-speed Internet/data services over cable and satellite TV networks. GI's cable and satellite TV operations have approximately 7,000 employees and annual sales of approximately $1.8 billion. Visit the General Instrument Web Site at www.gi.com Headend In The Sky(R) is a registered trademark of Tele-Communications, Inc. All other trademarks and company names are the properties of their respective owners. SOURCE General Instrument Corporation -0- 06/30/98 /CONTACT: Media, Dick Badler, VP, Corporate Communications, 215-323-1618, or dbadler@gi.com, or Sharon Corbitt, Media Relations Manager, 215-323-1873, or scorbitt@gi.com; or Investors, Dario Santana, VP, Investor Relations, 215-323-1213, or dsantana@gi.com, all of General Instrument/ /Web site: gi.com (GIC) CO: General Instrument Corporation; Tele-Communications, Inc. ST: Pennsylvania IN: CPR TLS ENT SU: TNM