William, here is one that is heading back into hibernation. . .maybe later in summer we can pick it up on the cheap? Tell me what you think of this news on ALSC. . . I think today is selling on already anticipated news.
Rande Is
- - - - - - - -<snip>- - - - - - -
Broadcom Corporation Completes Acquisition of Maverick Networks, Alliance Semiconductor Reports Gain on Transfer of $52 Million
SAN JOSE, Calif.--(BUSINESS WIRE)--June 3, 1999--In a press release dated June 1, 1999 Broadcom Corporation (Nasdaq:BRCM), a leading developer of integrated circuits enabling high-speed broadband communications, announced that it completed the acquisition by merger of Maverick Networks on May 31, 1999.
The proposed merger transaction was originally announced by Broadcom Corporation on January 25, 1999 and Alliance Semiconductor on January 27, 1999.
As a result of this merger, Alliance Semiconductor (Nasdaq:ALSC) will report a pretax, non-operating gain of approximately $52 million on its investment in Maverick Networks in the financial results for the first quarter ending July 3, 1999, based on Broadcom's closing stock price of $95 3/4 on May 31, 1999.
In connection with the closing of Maverick Networks, Alliance Semiconductor will receive 538,961 shares of Broadcom's Class B Common Stock. According to Broadcom, shares of Broadcom's Class B Common stock are identical to Class A Common Stock except for certain voting rights, and are automatically converted into Class A Common Stock upon sale.
As reported in Alliances' Fourth Quarter FY 1999 earnings release dated April 27, 1999, the Broadcom shares are subject to certain restrictions, including a restriction pursuant to the pooling-of-interest rules which prevents the company from selling its shares until Broadcom first publicly reports thirty days of Broadcom and Maverick Networks combined operating results.
According to the company's agreement with Broadcom, 10% or 53,896 shares of Broadcom stock will be held in escrow for six months to potentially compensate Broadcom for losses, if any, Broadcom may incur if Maverick breaches terms of the merger agreement, or misrepresents information in the transaction.
Company Information
Alliance Semiconductor Corporation is a leading worldwide supplier of high performance memory and memory intensive logic products. Alliance's product lines include Static Random Access Memory (SRAM), Dynamic Random Access Memory (DRAM), Flash memory and embedded memory and logic products.
Alliance designs, develops and markets its products to the desktop and portable computing, networking, telecommunication, instrumentation, and consumer markets. Alliance manufactures its products through independent and joint venture manufacturing facilities, using advanced CMOS process technologies with line widths as narrow as 0.25 microns.
Alliance was founded in 1985 with headquarters in San Jose. Additional Company information can be found on our home page: alsc.com.
Forward Looking Statements
Except for historical information, the above statements of this press release (including, without limitation, expressions of expectation, belief, anticipation or estimation of the company or its management) are forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from those set forth in the forward looking statements. These risks and uncertainties include such factors, among others, as the potential erosion of Broadcom stock price, various restrictions on the company's ability to sell or otherwise transfer its shares, Rule 143 restrictions, and other factors preventing the company from selling or transferring its stock in Broadcom; and the risk factors listed under Item 1: Business and Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations in the company's Form 10-K for the fiscal year ended March 28, 1998 and Form 10Q for quarter ended January 2, 1999, which have been filed with the Securities and Exchange Commission and which are available through the company's home page, alsc.com. These forward-looking statements speak only as of the date of this press release. The company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the company's expectations with regard thereto or to reflect any change in events, conditions or circumstances on which any such forward-looking statement is based, in whole or in part.
CONTACT:
Alliance Semiconductor
Dave Eichler, 408/383-4900
deichler@alsc.com |
