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To: Yogi - Paul who wrote (1511)3/5/1999 5:38:00 AM
From: LK2  Respond to of 2025
 
Intel To Buy Level One For $2.2 Bln

For Personal Use Only

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dailynews.yahoo.com

Friday March 5 12:47 AM 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)

Earlier Stories

Intel To Acquire Level One (March 4)
Intel To Acquire Level One In $2.2 Bln Stock Deal (March 4)

Copyright © 1999 Reuters Limited.
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To: Yogi - Paul who wrote (1511)3/5/1999 10:11:00 AM
From: Sam  Read Replies (1) | Respond to of 2025
 
PCs Are Not TVs
FOOL ON THE HILL
An Investment Opinion
by Dale Wettlaufer

On our message boards recently, we've been having a pretty fast and furious discussion about the
sustainability of the PC industry and the inherent dangers of a discontinuous technological innovation
hurting the industry. To frame the issue, some people believe that the PC will go the way of the
television. The thought goes that the growth rate of PC spending will slow and the excess returns will
disappear in a highly, if not perfectly, competitive business.

A couple of problems arise from this sort of thought. First, when Zenith and the American-made
television died off, it's not like all manufacturers of televisions stopped generating economic returns on
investments in the television business. It's just that Zenith couldn't compete with manufacturers that were
better equipped to deal with a mature industry and who could suck out the excess returns that were still
left in the industry.

Second, from a utility viewpoint, the TV stopped evolving around that time. Incremental advances in
picture tube technology and other advances didn't really add new dimensions of usefulness; they just
added to an already substantial utility value found in the device.

Third, TV manufacturers that just focused on TVs were probably doomed to fail anyway. But a company
that saw itself as a consumer electronics manufacturer willing to invest its cash flow into new market
segments could keep generating shareholder value. Sony didn't just say, "Well, the TV game is up, so we
had better lie down and die." They reinvested cash in VCRs, Walkmans, CD players, stereo equipment,
PlayStations, etc.

I've always argued that PC companies are less like "technology companies" than they are precision
manufacturers. Much of their economics come from being manufacturing services. Look at the
economics of companies like Jabil Circuit (NYSE:JBL - news) or Solectron (NYSE:SLR - news) to
check this. Same low margin/high turns model of doing business. The computing and communications
device of tomorrow may not even be the box you're reading this on right now. It could be a thin tablet
with a CPU and other electronics stuffed in there. It could be something different. But the PC
manufacturers do think about this sort of thing. If something becomes the high volume consumer
electronics device of its day, there's some value in the option that current PC original equipment
manufacturers (OEMs) morph into that sort of business.

Look at Dell's (Nasdaq:DELL - news) announcement with IBM (NYSE:IBM - news) today. Part of the
Dell story that is still intact is the expansion of the products the company manufactures. The richening of
the company's product mix to include things other than PCs -- servers, workstations, and what now
looks like even higher-level enterprise computing systems such as storage systems -- has accounted for
its increasing returns to shareholders and its avoidance of some of the negative price inflation in plain
vanilla PCs. So when you look at Dell or Gateway (NYSE:GTW - news) or Micron Electronics
(Nasdaq:MUEI - news) , the direct PC manufacturers, there are the economics of being a precision
manufacturer as well as the option to get into other product categories.

Another part of the economics of direct PC companies come from being the distribution and retailing
channel. Compaq (NYSE:CPQ - news) might be a manufacturer, but it deals extensively with indirect
distribution, acting as its own retailer/distributor for a tiny fraction of sales. Part of the value that the
distributors and retailers have captured for themselves is captured in the economics of the direct PC
companies. Gateway has enhanced its value by going after the bricks-and-mortar retailing model with its
Gateway Country stores. With 75% of the PC market still buying computers that way, that's a pretty fat
target. So this is where the company is seeing some attractive incremental returns, and this is where it's
investing. Both Dell and Gateway are also going after the Web-based retail market for things other than
PCs -- software, peripherals, accessories, and services. These are not trivial opportunities -- they are
moves intended to capture market share from less efficient and less well-financed competitors.

For Dell, some of the excess returns come from being a service company in addition to being just a plain
vanilla manufacturer. You might ascribe that to its "brand value," but its superb logistics support and
delivery of customized boxes (taking the value from value-added resellers, or VARs) is what differentiates
it and creates extra return. So when you look at a company like a Dell, it is part electronics manufacturer,
part retailer, part distributor, and part value-added reseller. Micron wants to get there too. The more
service it can put into its business, the more its business can look like Dell's. Then there's also the option
to get into other market segments and richen the product mix and increase operating dollars on a capital
base that is not expanding as rapidly.

Finally, because there are so many services being developed that are complementary to the PC, the PC
product cycle won't just die off. High bandwidth programming, IP-based telephony, and new applications
to present information and interact in dimensions that don't look anything like what happens on today's
PCs are all attracting tons of financial and human capital to develop them. You're not going to run these
things on a 1998 PC, let alone the huge installed base of 386 Wintel machines that are out there.

In all, sure, the PC market is subject to discontinuous technology innovations and eventual maturity, but
it's also run by people who are thinking about these things. The odds are that the PC industry is not going
to die tomorrow or next year. Even if that were the case, the forward-thinking PC companies are going
to reinvest their free cash flow to deal with it and go off in another direction. Depending on the
company's cash flow, management, the date on which the competitive advantage period for the industry
and certain companies ends, and the potential value of new market opportunities, there's value in the
opinions available to today's PC companies. To what extent the market realizes this and values it
appropriately is your call.