Broadcom Completes Acquisition of Zeevo, Inc.
Company News | March 18, 2005
Zeevo has introduced multiple generations of semiconductor and software solutions specifically optimized for the unique needs of stereo wireless headsets, all of which are proven in the market and shipping in volume production. By combining Broadcom's existing strengths, customer relationships, presence in complementary markets, and proven Bluetooth solutions with Zeevo's technology and innovative solutions, Broadcom's customers will benefit from a stronger product portfolio, optimized total solutions, enhanced support and a more comprehensive roadmap.
Broadcom is a leading supplier of semiconductor solutions for Bluetooth wireless applications and was first to market with a Bluetooth-qualified single-chip radio. Broadcom's Blutonium® line of products includes devices for mobile phones, PCs and PDAs, as well as application-specific chips for cellular phones and wireless mouse and keyboard applications. The addition of Zeevo's products to the Blutonium portfolio will allow Broadcom to immediately offer solutions for the wireless headset segment of the Bluetooth market, a segment which analyst firm In-Stat/MDR estimates will grow to nearly 90 million units per year by 2008.
In connection with the acquisition, Broadcom paid a total of $32.0 million - approximately $31.3 million in cash consideration and $0.7 million in restricted stock units that entitle the holder to receive shares of Broadcom Class A common stock as the award vests - in exchange for all outstanding shares of capital stock and other rights, and to satisfy certain outstanding obligations and transaction expenses, of Zeevo. A portion of the consideration paid will be subject to escrow pursuant to the terms of the acquisition agreement. Broadcom may record a one-time charge for purchased in-process research and development expenses related to the acquisition in its first fiscal quarter, ending March 31. The amount of that charge, if any, has not yet been determined.
Broadcom Corporation is a global leader in wired and wireless broadband communications semiconductors. Our products enable the convergence of high-speed data, high definition video, voice and audio at home, in the office and on the go. Broadcom provides manufacturers of computing and networking equipment, digital entertainment and broadband access products, and mobile devices with the industry's broadest portfolio of state-of-the-art system-on-a-chip and software solutions. These solutions support our core mission: Connecting everything®.
Broadcom is one of the world's largest fabless semiconductor companies, with annual revenue of more than $2 billion. The company is headquartered in Irvine, Calif., with offices and research facilities in North America, Asia and Europe. Broadcom may be contacted at 1-949-450-8700 or at www.broadcom.com.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:
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 our current expectations, estimates and projections about our industry and business, management's beliefs, and certain assumptions made by us, all of which are subject to change. Forward-looking statements can often be identified by words such as "anticipates," "expects," "intends," "plans," "predicts," "believes," "seeks," "estimates," "may," "will," "should," "would," "could," "potential," "continue," "ongoing," similar expressions, and variations or negatives of these words. These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause our 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 Zeevo include, but are not limited to, 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, accounting treatment and charges, and the risk that anticipated benefits of the acquisition may not be realized; general economic and political conditions and specific conditions in the markets we address, including the volatility in the technology sector and semiconductor industry, trends in the broadband communications markets in various geographic regions, and possible disruption in commercial activities related to terrorist activity or armed conflict in the United States and other locations; the rate at which our present and future customers and end-users adopt Broadcom's and Zeevo's technologies and products in the markets for Bluetooth wireless applications; delays in the adoption and acceptance of industry standards in those markets; our ability to retain and hire key executives, technical personnel and other employees in the positions and numbers, with the experience and capabilities, and at the compensation levels needed to implement our business and product plans; our ability to scale our operations in response to changes in demand for our products and services; competitive pressures and other factors such as the qualification, availability and pricing of competing products and technologies and the resulting effects on sales and pricing of our products; the timing, rescheduling or cancellation of significant customer orders and our ability, as well as the ability of our customers, to manage inventory; the gain or loss of a key customer, design win or order; our ability to specify, develop or acquire, complete, introduce, market and transition to volume production new products and technologies in a timely manner; the timing of customer-industry qualification and certification of our products and the risks of non-qualification or non-certification; our ability to timely and accurately predict market requirements and evolving industry standards and to identify opportunities in new markets; the volume of our product sales and pricing concessions on volume sales; the effects of new and emerging technologies; changes in our product or customer mix; intellectual property disputes and customer indemnification claims and other types of litigation risk; the availability and pricing of third party semiconductor foundry and assembly capacity and raw materials; fluctuations in the manufacturing yields of our third party semiconductor foundries and other problems or delays in the fabrication, assembly, testing or delivery of our products; the risks of producing products with new suppliers and at new fabrication and assembly facilities; problems or delays that we may face in shifting our products to smaller geometry process technologies and in achieving higher levels of design integration; the quality of our products and any remediation costs; the effectiveness of our expense and product cost control and reduction efforts; the risks and uncertainties associated with our international operations, particularly in light of recent events; the effects of natural disasters, public health emergencies, international conflicts and other events beyond our control; the level of orders received that can be shipped in a fiscal quarter; and other factors.
Our Annual Report 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 discuss the foregoing risks as well as other important risk factors that could contribute to such differences or otherwise affect our business, results of operations and financial condition. The forward-looking statements in this release speak only as of this date. We undertake no obligation to revise or update publicly any forward-looking statement for any reason.
Broadcom®, the pulse logo, Connecting everything®, the Connecting everything logo, Blutonium® and Zeevo® are among the trademarks of Broadcom Corporation and/or its affiliates in the United States, certain other countries and/or the EU. Bluetooth® is a trademark of the Bluetooth SIG. Any other trademarks or trade names mentioned are the property of their respective owners.
SOURCE Broadcom Corporation
Public Relations Manager
T. Peter Andrew
Sr. Director Investor Relations
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