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To: Daniel Hsu who wrote (1018)3/5/1999 4:06:00 AM
From: Thai Chung  Read Replies (2) | Respond to of 6531
 
March 5, 1999

Intel to Acquire Level One, Expanding
Push Into Chips for Communications

By DAVID P. HAMILTON and DEAN TAKAHASHI
Staff Reporters of THE WALL STREET JOURNAL

Intel Corp. said it will acquire Level One Communications Inc., a
maker of communications and networking chips, in a $2.2 billion
stock swap.

The deal marks an aggressive expansion of Intel's push into
communications-related chips, a business that until now has
mostly been the province of telecommunications-equipment
makers and niche chip makers. And Intel doesn't look ready to
stop; President and Chief Executive Officer Craig Barrett said the
company will continue to look for new acquisition candidates in
related businesses.

"We're deadly serious about our network
communications group," Mr. Barrett told
reporters on a conference call. "Our
strategy is to be a major building-block supplier" of chips for the
networking and telecommunications markets.

Under the terms of the deal, Intel, Santa Clara, Calif., will exchange
0.43 share for each share of Level One, an arrangement that values
Level One at $48.75 a share based on Intel's closing price
Thursday of $113.375, a drop of $1.3125 in Nasdaq Stock
Market trading. That amounts to a hefty premium of nearly 80%,
given that shares of Level One, of Sacramento, Calif., closed at
$27.125, down $5.25, or 16%, also on Nasdaq.

Intel plans to issue 18.6 million shares to cover the merger. The
exchange rate and total number of shares will be adjusted for
Intel's previously announced 2-for-1 stock split.

Intel started its little-known networking business almost a decade
ago developing chips for so-called network interface cards, which
connect computers in local-area networks via cable. The company
expanded that business a couple of years ago, clashing in the low
end of networking with market leader 3Com Corp. Since then,
Intel has steadily added additional businesses, mostly via
acquisitions.

Intel said its networking business accounts for between $500
million and $1 billion of its $26.3 billion in annual revenues, and
added that networking-gear sales last year grew close to 50%. The
company said it aims to make networking a multibillion-dollar
business within the next few years.

A year ago, Intel expanded further by tackling the small-business
segment of the market for hubs and routers, devices that can
connect a group of computers to the Internet. Intel also started a
home-networking business for products that connect computers
in consumers' homes, and it invested in home-networking
technology companies such as Tut Systems Inc. and Sharewave
Corp.

Intel recently closed a deal acquiring Shiva Corp., a maker of gear
for "virtual private networks," which allows employees to dial into
a corporate computer network from the Internet, eliminating
long-distance calls and slashing the costs of maintaining a network.
Intel paid $181.9 million for Shiva, based in Bedford, Mass.
Before that, in deals valued at about $150 million, Intel acquired
networking-equipment makers Case Technology Ltd. and Dayna
Communications Inc., and bought a minority stake in Xircom Inc.

The acquisition of Level One will provide Intel with chip
technology aimed to handle communications across local-area and
wide-area networks, particularly those in small businesses.

Intel is by far the biggest maker of microprocessor chips, but it has
nowhere near that kind of dominance in the networking arena.
And though its antitrust trial involving the Federal Trade
Commission starts Tuesday, Mr. Barrett said he didn't expect any
"regulatory roadblocks" to the acquisition, because the company
faces aggressive competition from a wide array of companies, such
as Broadcom Corp. and Lucent Technologies Inc.

Henry Nicholas, CEO of Broadcom in Irvine, Calif., said his
company has been taking market share from Level One. He said
Intel's acquisition of Level One will effectively remove Level One
chips from the open market, largely because Intel competitors like
3Com don't want to buy chips from Intel.

"Overall, this validates the growth of the market," said Mr.
Nicholas, who noted that networking chips account for about
40% of Broadcom's business.

Level One was advised by Lehman Brothers Holdings Inc.