3COM AND CHIPCOM ANNOUNCE HART-SCOTT- RODINO FILING.SANTA CLARA Santa Clara, city, Cuba
Santa Clara (sän`tä klä`rä), city (1994 est. pop. 217,000), capital of Villa Clara prov., central Cuba. , Calif.--(BUSINESS WIRE)--Aug. 15, 1995--3Com Corporation, a leading global data networking company, and Chipcom Corporation, a leader in multifunction intelligent switching systems Switching systems (communications)
The assemblies of switching and control devices provided so that any station in a communications system may be connected as desired with any other station. , announced that each had filed a notification and report form as required under the Hart-Scott-Rodino Antitrust Improvements Act The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (Public Law 94-435, known commonly as the HSR Act) is a set of amendments to the antitrust laws of the United States, principally the Clayton Antitrust Act. The HSR Act was signed into law by President Gerald R. of 1976 in connection with their previously announced agreement to merge. Chipcom has also made a preliminary filing of proxy materials Proxy Materials
Documents regulated by the Securities & Exchange Commission in which a public company outlines its methods and procedures. These documents are used to inform shareholders and solicit votes for corporate decisions, such as the election of directors and other with the Securities and Exchange Commission as required for the transaction.
Under the terms of the definitive agreement signed on July 26, .53 of a share of 3Com common stock will be exchanged for each outstanding share of Chipcom common stock (1.06 shares, giving effect to 3Com's pending 2-for-1 stock split effective August 25, 1995). The combination will be accounted for as a pooling of interests Pooling of Interests
An accounting method, used in mergers and acquisitions, where the balance sheet items of the two companies are simply added together.
The opposite of pooling of interests is the purchase acquisition method. and requires the approval of a majority of the outstanding shares of Chipcom common stock, which will be sought at a special stockholders meeting expected to take place in October, 1995. It also is subject to government approvals and notification periods, as well as the receipt of customary opinions with respect to the accounting and tax treatment of the transaction.
"With these filings, 3Com and Chipcom have taken important steps toward closing this pending acquisition in a timely manner," said Eric Benhamou, 3Com's chairman and chief executive officer. "The combination of 3Com and Chipcom will provide customers with the most comprehensive family of enterprise network infrastructure solutions available in the industry, and we are looking forward to completing the transaction."
Founded in 1983, Chipcom Corporation (NASDAQ NASDAQ
in full National Association of Securities Dealers Automated Quotations
U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : CHPM CHPM Center for High Performance Manufacturing ) designs, manufactures, markets and services fault-tolerant, intelligent switching systems, including hub, internetworking and network management products, for remote site, campus and enterprise network computing environments. The Southborough, Mass.-based company reported revenue of $268 million for its 1994 fiscal year, ended December 31. For its first half of fiscal 1995, ended July 1, Chipcom's revenues were $157.7 million. Chipcom's World Wide Web site can be reached at http://www.Chipcom.com.
3Com Corporation (NASDAQ: COMS COMS 3Com Corporation (stock symbol)
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COMS City of Manchester Stadium (UK) ) has helped more than 22 million people gain access to critical information through high speed networks. Designed to serve large enterprises, small offices and homes, 3Com products provide a scalable architecture to meet the immediate and long-term connectivity needs of today's user. With research and development on three continents, 3Com is one of the data networking industry's largest and fastest growing companies. The company's innovative manufacturing, marketing, sales and support simplify communication, optimize network reliability and protect customer investments. For further information, visit 3Com's World Wide Web site at: http://www.3Com.com.
CONTACT: 3Com Investor Relations Investor relations
The process by which the corporation communicates with its investors.
Kate Patterson, 408/764-6802
Chipcom Public/Investor Relations
John H. Ricciardone, 508/624-6840