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To: Bulldozer who wrote (2386)	3/4/1999 8:26:00 PM
From: w2j2	Read Replies (1) \| Respond to of 3818

SAN DIEGO--(BUSINESS WIRE)--March 3, 1999--Applied Micro Circuits Corp. (AMCC) (Nasdaq:AMCC), a leader in high-bandwidth silicon connectivity solutions, Wednesday announced the signing of a definitive agreement to acquire Cimaron Communications Corp., a leader in the design and development of silicon solutions and ASIC cores for high-speed SONET systems. Under the terms of the agreement, AMCC will issue 3 million shares of its common stock in exchange for all outstanding shares of Cimaron preferred and common stock, including shares issuable upon exercise of employee stock options and other rights. Based on AMCC's closing price Tuesday of $38.50 per share, the transaction is valued at approximately $115 million. The merger transaction is expected to close in March and is expected to be accounted for as a pooling of interests. The agreement has been approved by the boards of directors of both companies. The transaction is subject to certain customary closing conditions and regulatory approvals. Cimaron is a privately held company located in Andover, Mass., and is a premier provider of high-speed SONET framing technology. The pending acquisition is a highly strategic, logical next step for AMCC, and will substantially expand AMCC's available markets for high-speed communications products. Cimaron's framer expertise will enable AMCC to migrate beyond the company's analog physical media devices (PMDs) and mixed-signal physical-layer devices up into the next layer of the network protocol, the digital layer. The addition of Cimaron's framer and mapper expertise to AMCC's proven expertise in silicon-based process technologies and mixed signal capabilities illustrates AMCC's commitment to providing a broad range of solutions for high-bandwidth communications markets. "This acquisition is consistent with our strategy of providing leading-edge solutions by adding higher-layer digital content to our product portfolio," said Dave Rickey, president and chief executive officer of AMCC. "With the acquisition of Cimaron, we anticipate that AMCC will be able to offer to its customers an extensive, compatible set of IC solutions for the high-bandwidth marketplace. "Furthermore, we believe that our combined expertise in high-speed CMOS mixed-signal design and digital systems knowledge will provide an unparalleled platform for optimum integration in the network." "We're excited at the prospect of being a part of a company that has such complementary objectives and goals," said Ram Sudireddy, president of Cimaron Communications. "As a premier provider of high-speed silicon framer/OHP termination devices for SONET systems, this relationship with AMCC is a natural fit; we're looking forward to passing on unparalleled value to our customers in the high-speed SONET marketplace." Cimaron will retain its corporate identity for the near term, and will be referred to as an AMCC company. Cimaron has 35 employees, and the company's operations will remain in the Andover office. Sudireddy will report directly to Rickey. AMCC designs, develops, manufacturers and markets high-performance, high-bandwidth silicon solutions for the world's communications infrastructure. The company utilizes a combination of high-frequency, mixed-signal design expertise and multiple silicon process technologies to offer IC products for the telecommunications market that address the SONET/SDH and ATM transmission standards and for the data communications markets that address the Gigabit Ethernet, ATM and Fibre Channel transmission standards. AMCC's core technologies also address ATE and high-speed computing needs. AMCC's corporate headquarters and wafer fabrication facilities are located in San Diego. Sales and consulting engineering offices are located throughout the world. Cimaron designs, develops and markets highly complex digital integrated circuits for mapping, framing and pointer process functions in SONET and ATM applications. Conference Call at 2 p.m. PST, March 3 To learn more about the transaction, you are invited to participate in a teleconference briefing that will take place today, March 3, at 2 p.m. PST. The call-in number is 888/836-6072. If you are located outside the United States, you may call in on 703/736-7363. To hear a playback of the teleconference briefing at your convenience, call 888/266-2086. The reservation code for playback is 1365156. For more information about AMCC, visit the company's Web site on the Internet at amcc.com. Next Previous