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To: L. Adam Latham who wrote (75443)3/4/1999 11:19:00 PM
From: peter a. pedroli  Respond to of 186894
 
i moved into inph last week after selling seeq same sector with
just 2.4mil. share float and a line of ATM and Fiber Channel
products. made $.48/share in 98 with very close ties with IBM.

INTC buys LEVL for $2.2 billion


Thursday March 4 8:12 PM ET

Intel To Buy Level One For $2.2 Bln

By Therese Poletti

SAN FRANCISCO (Reuters) - Intel Corp. (Nasdaq:INTC - news) said Thursday it
agreed to acquire networking chip maker Level One Communications Inc.
(Nasdaq:LEVL - news) for $2.2 billion in stock in a move to expand its fast-growing
networking business.

The acquisition marks Intel's largest in a string of recent deals focused on its networking business, which
provides networking cards, motherboards and other equipment for homes and small to medium-sized
businesses. It also sells fast networking cards to large corporations.

Intel said it would pay Level One stockholders 0.43 shares of Intel stock for each share of Level One
held. Based on Intel's closing stock price of $113.37, the deal would value Level One shares at $48.75.
The deal is also Intel's first major acquisition using its own stock.

Earlier, Level One shares closed $5.25 lower at $27.12 in active trading on Nasdaq, while Intel drifted
$1.31 lower. The deal represents a 50 percent premium over its closing price.

Sacramento, Calif.-based Level One makes semiconductors used in high-speed telecommunications and
data communications networks. The company develops so-called mixed signal chips, which combine
analog and digital technology for use in both local area networks and wide area networks.

''From a silicon point of view, we are very small (in networking) and we don't participate in those
markets today and that is the purpose of this acquisition,'' said Mark Christensen, vice president and
group manager of Intel's network communications group, on a conference call.

Intel has beefed up its networking business, in part through acquisitions that focus on the small to medium
business arena. Just Monday, Intel closed a $185 million deal to buy Shiva Corp., which develops virtual
private network equipment and remote access servers.

''This was the largest acquisition in our company's history and it is the foundation for our growth in this
area,'' Christensen said. ''If the cultures and the personalities and the vision had not been so closely
aligned, I don't know if this deal would have happened.''

Ashok Kumar, a Piper Jaffray analyst, said that Intel was making networking a big focus because it
realized that in order for customers to buy higher cost PCs with more processing power, they must have
faster networking capabilities and the ability to get more kinds of data through the network.

''While the crown jewels continue to remain the microprocessors, they realize that without the additional
bandwidth and broadband access to the client side, it is a hard sell to attract customers to the sweet spot
of the computing market,'' Kumar said. ''It's a good strategic fit.''

Last July, Intel and Level One formed a pact to develop high-speed corporate local area networking
technology.

Intel, based in Santa Clara, Calif., said it would issue about 18.6 million shares to consummate the
tax-free merger which was expected to close by the end of the second quarter. The exchange rate and the
total number of shares will be adjusted to account for Intel's pending 2-for-1 stock split.

Intel executives said they expect some charges to result from a deal this large, even though it is in stock,
but they said they cannot yet disclose any further financial details.

''Our strategy is to be a major building block supplier in all aspects of this networking business,'' said Intel
chief executive Craig Barrett, during a conference call. They also said they do not expect any regulatory
hurdles in the deal.

Level One Chief Executive Robert Pepper will join Intel as vice president of the company's network
communications group and general manager of the Level One Components Division.

Level One generated 1998 revenues of $263 million and had about 830 employees. It will become a
wholly owned subsidiary of Intel.

The company is a ''fabless'' semiconductor company, meaning that it does not manufacture its own chip
designs, but contracts them out to other companies. That manufacturing strategy will stay in place after
the deal is completed.

Analysts said Level One's main competitors include networking chip makers Broadcom Corp.
(Nasdaq:BRCM - news) and PMC-Sierra Inc. (Nasdaq:PMCS - news)



To: L. Adam Latham who wrote (75443)3/4/1999 11:35:00 PM
From: kash johal  Respond to of 186894
 
Adam,

Re: Level One

I know some one who sold for Level One.

Apparently they are a super company.

The deal seem pricey but it's a great strategic fit and should ve non-dilutive.

And after a few years they will migrate to in-house silicon and reduce costs further.

Regards,

Kash Johal