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To: Hamid MArandi who wrote (4958)6/3/1999 3:05:00 AM
From: DJBEINO  Respond to of 9582
 
Broadcom Corporation Completes Acquisition of Maverick Networks, Epigram, Inc. and Armedia, Inc.
IRVINE, Calif.--(BUSINESS WIRE)--June 1, 1999--Broadcom Corporation (Nasdaq: BRCM - news), a leading developer of integrated circuits enabling high-speed broadband communications to and throughout the home and business, today announced that it has completed the acquisitions by merger of Maverick Networks, Epigram, Inc. and Armedia, Inc. The transactions were originally announced on January 25, April 25, and June 1, 1999, respectively.

In connection with the three acquisitions, which closed on May 31, Broadcom issued an aggregate of 6,363,822 shares of its Class B Common Stock and reserved an additional 666,462 shares of its Class B Common Stock for issuance upon exercise of outstanding employee stock options, warrants and other rights. The share issuances were exempt from registration pursuant to section 3(a)(10) of the Securities Act of 1933, as amended. Portions of the shares issued in each transaction will be held in escrow pursuant to the terms of the respective merger agreements as well as various employee share repurchase agreements.

Shares of Broadcom's Class B Common Stock are identical to Class A Common Stock except for certain voting rights, may be converted into Class A Common Stock at the holder's option, and are automatically converted into Class A Common Stock upon sale and most other transfers. Broadcom's Class A Common Stock is traded on the Nasdaq National Market®; the Class B Common Stock is not publicly traded. After giving effect to the acquisitions, Broadcom had outstanding approximately 99.1 million shares of Class A Common Stock and Class B Common Stock in the aggregate at May 31.

Each of the acquisitions will be accounted for as a pooling of interests. Broadcom's financial reports for the second fiscal quarter of 1999 (ending June 30) and prior periods will reflect the effect of the acquisitions. The company expects to record a one-time charge in the second quarter to cover related expenses.

Epigram will become Broadcom's Home Networking Division, based in Sunnyvale, Calif. Employees of Maverick Networks and Armedia's U.S. office will join Broadcom's existing Silicon Valley operations in San Jose, Calif. Employees of Armedia's design subsidiary in Bangalore, India will comprise the core of Broadcom's new Indian subsidiary, to be known as Broadcom India Pvt. Ltd.

With the acquisitions, Broadcom's worldwide staff includes 641 employees, with over 435 engineers, of whom about 300 have advanced degrees, including over 65 Ph.D.s. Broadcom has about 155 employees in Silicon Valley, 363 in Irvine, and 123 at other locations in the United States and seven other countries.

biz.yahoo.com