Business News
Broadcom to Acquire Digital TV Business from AMD
2008-08-25 05:30:00
Acquisition Expected to Bring Broadcom Scale, a Complete Product Line to
Address All Segments of the Digital TV Market and Expand Tier One Customer
Base
IRVINE, Calif. and SUNNYVALE, Calif., Aug. 25 // --
Broadcom Corporation (Nasdaq: BRCM), a global leader in semiconductors for
wired and wireless communications, and AMD (NYSE: AMD) today announced that
the companies have entered into a definitive agreement for Broadcom to
acquire AMD's digital TV (DTV) business.
The acquisition of AMD's DTV business is expected to enable Broadcom to
immediately scale its DTV business, and, in conjunction with its existing
products, to offer a complete product line that covers all segments of the
DTV market ranging from low-end value and mid-range quality to high-end
interactive platforms and panel processors. The acquisition also is
intended to expand Broadcom's existing tier one customer base, which
includes the top DTV brands worldwide. This deal aims to enhance and
strengthen Broadcom's innovative DTV system solution offerings while
delivering the scale and focus needed to forge a market-leading DTV
business.
In connection with the transaction, approximately 530 members of AMD's
dedicated DTV team, in addition to certain employees directly supporting
this team, located in six primary design centers around the world, will be
invited to join Broadcom. AMD's DTV product line includes all Xilleon(TM)
integrated DTV processors and complete turnkey reference designs, as well
as NXT receiver ICs, the Theater(TM) 300 DTV processor, and a line of panel
processors that perform advanced motion compensation, frame rate conversion
and scaling.
"The acquisition of AMD's DTV business, which will become the core of
Broadcom's DTV line of business, will enable us to significantly scale and
accelerate the completion of our digital TV product portfolio while also
expanding our tier one customer base and positions us to achieve leadership
and long-term growth in this important market segment," said Daniel
Marotta, Senior Vice President & General Manager of Broadcom's Broadband
Communications Group. "We believe our combined DTV team will be in an
excellent position to grow and thrive in this burgeoning market by bringing
best-in-class people, technology, solutions and support to our customers."
"AMD is executing a strategic plan to transform the company, becoming
leaner and more focused while seeking to create a business model to deliver
sustainable profitability," said Dirk Meyer, President and Chief Executive
Officer of AMD. "The sale of our DTV business is a key step in AMD's
transformation, helping to strengthen our balance sheet, lower our
breakeven point, and hone our focus in order to take full advantage of our
position as a leader in both microprocessors and graphics technology.
Broadcom will be a great fit for our talented DTV employees and the DTV
products they have created."
In connection with the acquisition, Broadcom will pay approximately
$192.8 million in cash in exchange for AMD's DTV assets. A portion of the
consideration payable to AMD will be placed into escrow pursuant to the
terms of the definitive asset purchase agreement. The board of directors of
each company has approved the transaction and shareholder/stockholder
approval of the transaction is not required by either company. The closing,
which is targeted to occur during Broadcom's fourth quarter ending December
31, 2008, remains subject to customary closing conditions and review by
relevant regulatory organizations. Broadcom may record a one-time charge
for purchased in-process research and development expenses related to the
acquisition in the quarter in which the transaction closes. The amount of
that charge, if any, has not yet been determined.
Conference Call Information
Broadcom will conduct a conference call with analysts and investors
today at 8:30 a.m. Eastern Time (5:30 a.m. Pacific Time). The company will
broadcast the conference call via webcast over the Internet and will post
its presentation material on the Investors section of the Broadcom website
at http://www.broadcom.com/investors. To listen to the webcast, please dial
(847) 619-6368 or visit the Investors section of the Broadcom website. The
webcast will be recorded and available for replay until 12:59 a.m. Eastern
Time, Tuesday, September 9, 2008 (9:59 p.m. Pacific Time, Monday, September
8, 2008).
About Broadcom
Broadcom Corporation is a major technology innovator and global leader
in semiconductors for wired and wireless communications. Broadcom(R)
products enable the delivery of voice, video, data and multimedia to and
throughout the home, the office and the mobile environment. Broadcom
provides the industry's broadest portfolio of state-of-the-art
system-on-a-chip and software solutions to manufacturers of computing and
networking equipment, digital entertainment and broadband access products,
and mobile devices. These solutions support Broadcom's core mission:
Connecting everything(R).
Broadcom is one of the world's largest fabless semiconductor companies,
with 2007 revenue of $3.78 billion, and holds over 2,800 U.S. and 1,200
foreign patents, more than 7,300 additional pending patent applications,
and one of the broadest intellectual property portfolios addressing both
wired and wireless transmission of voice, video, data and multimedia.
Broadcom is headquartered in Irvine, Calif., and has offices and
research facilities in North America, Asia and Europe. Broadcom may be
contacted at +1.949.926.5000 or at http://www.broadcom.com.
About AMD
Advanced Micro Devices (NYSE: AMD) is a leading global provider of
innovative processing solutions in the computing and graphics markets. AMD
is dedicated to driving open innovation, choice and industry growth by
delivering superior customer-centric solutions that empower consumers and
businesses worldwide. For more information, visit http://www.amd.com.
Cautions regarding Forward Looking Statements:
All statements included or incorporated by reference in this release,
other than statements or characterizations of historical fact, are forward-
looking statements. These forward-looking statements are based on Broadcom
and AMD's respective current expectations, estimates and projections about
their respective industry and businesses, respective management's beliefs,
and certain assumptions made by Broadcom and AMD, all of which are subject
to change. Forward-looking statements can often be identified by words such
as "aims," "anticipates," "becoming," "expects," "intends," "plans,"
"predicts," "believes," "seeks," "estimates," "may," "will," "should,"
"would," "could," "potential," "continue," "ongoing," "targeted" similar
expressions, and variations or negatives of these words. Examples of such
forward-looking statements include, but are not limited to, references to
the anticipated benefits to Broadcom related to its acquisition of AMD's
DTV business, the expected market and demand for DTV products, the expected
completion and timing of the transaction, potential accounting charges
taken by Broadcom, and references to the anticipated benefits to AMD
relating to the transaction. These forward-looking statements are not
guarantees of future results and are subject to risks, uncertainties and
assumptions that could cause actual results to differ materially and
adversely from those expressed in any forward-looking statement.
Important factors that may cause such a difference for Broadcom in
connection with the acquisition of AMD's DTV business include, but are not
limited to,
-- the ability of the parties to successfully consummate the transactions
contemplated by the asset purchase agreement and related transaction
documents,
-- unexpected variations in market growth and demand for the DTV products
and technologies,
-- the risks inherent in acquisitions of technologies and businesses,
including the timing and successful completion of technology and
product development through volume production,
-- integration issues,
-- costs and unanticipated expenditures,
-- changing relationships with customers, suppliers and strategic
partners,
-- potential contractual, intellectual property or employment issues,
-- the risk that anticipated benefits of the acquisition may not be
realized, and
-- accounting treatment and charges.
Additional factors that may cause Broadcom's actual results to differ
materially from those expressed in forward-looking statements include, but
are not limited to the list that can be found at
http://www.broadcom.com/press/additional_risk_factors/Q32008.php.
Important factors that may cause such a difference for AMD in
connection with the sale of its DTV business include, but are not limited
to,
-- the ability of the parties to successfully consummate the transactions
contemplated by the asset purchase agreement and related transaction
documents,
-- the successful fulfillment (or waiver) of all conditions included in
the asset purchase agreement, including the possibility that there may
be unexpected delays in obtaining required regulatory approvals and
completing SEC required financial audits,
-- actions that may be taken by the competitors, customers and suppliers
of Broadcom or AMD that may cause the transaction to be delayed or not
completed,
-- the possibility that the revenues, cost savings, growth prospects and
any other synergies expected from the proposed transaction may not be
fully realized by AMD or may take longer to realize than expected,
-- changing relationships with customers, suppliers and strategic
partners,
-- delays associated with transitioning the DTV business, including
employees and operations, after the transaction is completed.
The respective Annual Reports on Form 10-K, subsequent Quarterly
Reports on Form 10-Q, recent Current Reports on Form 8-K, and other
Securities and Exchange Commission filings, of AMD and Broadcom discuss
other important risk factors that could contribute to such differences or
otherwise affect their respective businesses, results of operations and
financial condition. The forward-looking statements in this release speak
only as of this date. Neither AMD nor Broadcom undertakes any obligation to
revise or update publicly any forward-looking statement for any reason,
except as required by law. All statements made by or concerning Broadcom or
AMD, respectively, are made solely by such applicable party and such party
is solely responsible for the content of such statements.
Broadcom(R), the pulse logo, Connecting everything(R) and the
Connecting everything logo are among the trademarks of Broadcom Corporation
and/or its affiliates in the United States certain other countries and/or
the EU. AMD, the AMD Arrow logo, Xilleon, Theater and combinations thereof,
are trademarks of Advanced Micro Devices, Inc. Any other trademarks or
trade names mentioned are the property of their respective owners.
Broadcom Press Contact
Laura Brandlin
Senior Director, Marketing Communications
949-926-5108
[email protected]
Broadcom Investor Relations Contact
T. Peter Andrew
Vice President, Corporate Communications
949-926-5663
[email protected]
AMD Press Contact
Jo Albers
Manager, Public Relations
512-602-3526
[email protected]
AMD Investor Relations Contact
Irmina Blaszczyk
Manager, Investor Relations
408-749-3398
[email protected]
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