To: scott bradley who wrote (249 ) 2/2/1999 5:14:00 PM From: David Sirk Read Replies (1) | Respond to of 915
nternational Semiconductor Corp. and DataPower USA, Inc., Shareholders Enter Into Share Exchange Agreement February 2, 1999, 4:30pm EST, Los Angeles, CA. Brian Harris, Chairman of DataPower USA, Inc., announced today that Datapower USA's Board of Directors is reviewing a share exchange agreement entered into between two of its shareholders and International Semiconductor, Inc. International Semiconductor, Inc., is traded on the OTC Bulletin Board Symbol ISSM. Mr. Harris stated "the share exchange will make Datapower a 59.4% owned Subsidiary of ISC, it will broaden the management base of the Company and allow Datapower to enter new international markets". The proposed transaction is a tax-free exchange of shares between the Datapower USA shareholders and International Semiconductor. The Datapower shareholders will exchange 59.4% of Datapower for 60% of International Semiconductor. Mr. Harris stated the board of Directors sees no impediment to its approval of the proposed transaction. International Semiconductor is the developer of a new generation of stable low cost Gallium Arsenide products for the electronic, defense and telecommunications industries. Datapower USA manufactures and markets video telephony products in Canada, Australia, New Zealand and South Africa under an exclusive license granted by World Wide Video, Inc. Under the terms of the License agreement Datapower can "Private Label" these products for distribution through out the world. DataPower products use proprietary compression programs and hardware that allow the transmission of Video, Voice and Data over POTS lines and the internet at speeds of up to 15 clear frames per second. Robert M. Terry, International Semiconductor Chairman said "This transaction gives ISC two major opportunities in one of the fastest growing markets in the world. Telecommunications reliable than high heat effected silicon based chips and diodes." Mr. Terry further stated " We believe that cost effective, high speed, reliable Gallium Arsenide based components are the wave of the future for burgeoning Telecommunications and Computer industries." Related to video compression applications, Mr. Harris commented. "We agree with industry forecasts that the video phone market and videoconferencing markets will total over $15 billion within the next five years. We think that this is now very close to finally becoming a reality. The recently announced $30 million investment of Intel into Picturetel, who are the leader in broadband applications, appears to validate a market that has been waiting to happen. The potential for video telephony includes every desktop computer, every home and every business that needs to communicate. High quality, low cost video is one of the next applications with enormous potential. The fact that our products will provide video service at a new plateau in availability, video quality and at a lower cost over Plain Old Telephone Systems (which represent over 87% of the world's present telephone networks) is a tremendous opportunity. At this time we are a junior player, but we believe that because of our core technologies, we have the potential of moving quickly up the ladder. Now that DataPower is part of a public company, we will be in a position to move ahead with these opportunities in a more aggressive manner." This release contains "forward-looking statements" as defined under the Federal Securities Laws. Actual results could differ materially form those projected in the forward-looking statements as a result of certain risk factors, including but not limited to: (i) a failure to close the share exchange; (ii) delays in the development of new technology and the transition to new products; (iii) other one-time events and other important factors disclosed previously and from time to time in International Semiconductor Corporations filings with the U.S. Securities Exchange Commission. For More Information Contact: Brian Harris at (604) 608-3251