3Dlabs Signs Definitive Agreement to be Acquired by Creative Technology.Business Editors/High-Tech Writers HAMILTON, Bermuda--(BUSINESS WIRE)--March 11, 2002 Combined Company to Drive for Increased Graphics Market Share; 3Dlabs Will Continue to Sell, Support and Develop Existing Products 3Dlabs(R), Inc. Ltd. (Nasdaq:TDDD TDDD Test-Driven Database Design (software development) ), announced today that it has signed a definitive agreement with Creative Technology Ltd. (Nasdaq:CREAF CREAF Creative Technology Ltd (stock symbol) CREAF Centre de Recerca Ecològica i Aplicacions Forestals ) to be acquired in a stock and cash transaction. Subject to the terms and conditions described below, Creative will purchase 3Dlabs stock at $3.60 per share, with two-thirds being converted to Creative stock and one-third to cash, valuing the company at approximately $170 million. The companies expect that the combination of 3Dlabs' technology and Creative's manufacturing, financial and distribution resources will enhance the development of 3Dlabs' planned products, which includes an anticipated re-entry RE-ENTRY, estates. The resuming or retaking possession of land which the party lately had. 2. Ground rent deeds and leases frequently contain a clause authorizing the landlord to reenter on the non-payment of rent, or the breach of some covenant, when the into the volume desktop graphics market. Creative, a shareholder of 3Dlabs, has enjoyed a close relationship with 3Dlabs since the company's inception in 1994. The two companies jointly launched the industry's first 3D gaming board in 1995 and enjoyed significant mutual success with the Permedia 2 family of graphics processors. 3Dlabs will continue to supply, support and develop all of its product lines, including Wildcat(R) and Oxygen(R), with no expected disruption in supply to any of its customers. 3Dlabs will also continue to supply and support its chip and IP products to its embedded customers and will carry on its industry-leading standardization activities with OpenGL(R) 2.0, OpenML(TM) and embedded OpenGL in the Khronos Group This article or section needs sources or references that appear in reliable, third-party publications. Alone, primary sources and sources affiliated with the subject of this article are not sufficient for an accurate encyclopedia article. and the Web3D Consortium The Web3D Consortium is a not-for-profit, member-funded industry consortium whose purpose is to define and develop the X3D royalty-free open standards file format and runtime architecture to represent and communicate 3D scenes. . "We see great opportunities to leverage 3Dlabs' high-end professional market leadership into higher volume PC desktop products that satisfy power gamers' insatiable demand for faster graphics," said Sim Wong Hoo Sim Wong Hoo (born 1955; Chinese: 沈望傅) is the CEO and Chairman of Creative Technology,[1] a pioneer of computer sound systems, a designer and manufacturer of products for personal computers and personal digital entertainment devices. , Chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of Creative. "We have analyzed 3Dlabs' forthcoming products and technology roadmap The context of product management The existence of product managers in the product software industry indicates that software is becoming more and more commercialized as a standard product. and we believe that their development of a scalable visual processing Visual processing is the sequence of steps that information takes as it flows from visual sensors to cognitive processing. The sensors may be zoological eyes or they may be cameras or sensor arrays that sense various portions of the electromagnetic spectrum. architecture with new levels of programmability and flexibility will provide a significant competitive advantage in the graphics space. The technological breakthroughs that 3Dlabs has achieved to date, coupled with the strong market we see for high-performance graphics processors, provide a tremendous growth opportunity for our company." "We are very excited about the opportunity provided by Creative's worldwide distribution network, huge customer base, world-famous brands, and financial resources to maximize the technology we produce," said Osman Kent, Chairman and CEO of 3Dlabs. "Integrating the resources and expertise of these two industry-leading companies can create a truly potent force in the graphics market." Kent continued, "The timing of this acquisition is fortuitous, as we are close to releasing the most exciting high-performance graphics lineup in our history. We have experienced a difficult financial period during which we continued to devote significant resources to the development of our breakthrough technologies. Creative can provide us the resources and opportunity to expand our leadership position beyond the high end professional graphics market. We can leverage Creative's vast experience at building global brands and market share to take full advantage of the market potential for our upcoming release of an exciting new family of graphics processors for the desktop." Under the terms of the agreement, unanimously approved by Boards of Directors of both companies, 3Dlabs shareholders will receive $1.20 in cash and Creative ordinary shares with a value of $2.40 (such shares generally to be valued based on the average closing price on NASDAQ for the 10 trading days ending on the fifth trading day prior to the 3Dlabs' shareholder meeting to approve the transaction) for each share of 3Dlabs. Closing of the transaction is subject to the approval of 3Dlabs shareholders, expiration of the U.S. HSR HSR homogeneously staining regions. antitrust waiting period and other customary closing conditions. Conference Call Information The Company will conduct a conference call at 8:00 AM, Pacific Time, on Monday, March 11th to discuss the acquisition and its year end results. You may access the call in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. by dialing 888/294-1704 or via the Internet at www.3dlabs.com. International callers may listen to the call by dialing 212/993-0201. A replay of the call will be available for 24 hours Adv. 1. for 24 hours - without stopping; "she worked around the clock" around the clock, round the clock , one hour after the live call ends and at the 3Dlabs web site. To access the telephone replay from the United States please dial 800/558-5253, with passcode 20430963. International callers please dial 416/626-4100, with passcode 20430963. About Creative Creative (Nasdaq:CREAF) is the worldwide leader in digital entertainment products for the personal computer and the Internet. Famous for its Sound Blaster A very popular family of sound cards from Creative Labs. In the days of DOS, Sound Blaster was the de facto interface for gaming sounds. Monaural Sound Blaster cards were introduced in 1989, and stereo cards followed in 1992 (Sound Blaster Pro). (R) and for launching the multimedia revolution, Creative is now driving digital entertainment on the PC platform with products like its highly acclaimed NOMAD(R) Jukebox. Creative's innovative hardware, proprietary technology, applications and services leverage the Internet, enabling consumers to experience high-quality digital entertainment -- anytime, anywhere. About 3Dlabs 3Dlabs is a market-leading graphics vendor, supplying graphics accelerator solutions for professionals in Computer Aided Design (application) Computer Aided Design - (CAD) The part of CAE concerning the drawing or physical layout steps of engineering design. Often found in the phrase "CAD/CAM" for ".. manufacturing". (CAD), Digital Content Creation The development of newsworthy, educational and entertainment material for distribution over the Internet or other electronic media. See DAMS. (DCC (1) (Direct Cable Connection) A Windows 95/98 feature that allows PCs to be cabled together for data transfer. DCC actually sets up a network connection between the two machines. ) and visual simulation markets. Its award-winning Oxygen and Wildcat graphics are available in the industry's top OEM (Original Equipment Manufacturer) The rebranding of equipment and selling it. The term initially referred to the company that made the products (the "original" manufacturer), but eventually became widely used to refer to the organization that buys the products and workstations, through an international distributor/reseller network, and directly to end-users at 3Dlabs' online store. For more information on 3Dlabs, visit www.3dlabs.com. Forward Looking Statements Various matters set forth in this press release, such as statements relating to Creative's ability to successfully exploit the technological and market position of 3Dlabs; 3Dlabs' expansion into the mainstream desktop graphics market; Creative's ability to integrate 3Dlabs into Creative's operations; Creative's ability to deploy 3Dlabs' personnel and technologies on Creative's' products; the future competitiveness and OEM or end-user acceptance of 3Dlabs' products are forward looking statements. These statements are subject to risks and uncertainties, including without limitation, the ability and willingness of the 3Dlabs' manufacturing partners to produce products in a timely and cost-effective manner and in sufficient quantities; the ability of the 3Dlabs to obtain and keep design wins for these products; the ability of the 3Dlabs' products to adequately meet the price/performance requirements of its customers; the success of 3Dlabs' customers in achieving sustained demand for systems incorporating the 3Dlabs' current and future products; the impact and pricing of competitive products; the impact of the acquisition on the 3Dlabs' business; the introduction of alternative technological advances and other risks detailed from time-to-time in 3Dlabs' SEC reports. Note to Editors: 3Dlabs, Oxygen, Wildcat and Permedia are trademarks or registered trademarks of 3Dlabs Ltd., 3Dlabs Inc. Ltd., or 3Dlabs Inc. in the United States and/or other countries. OpenGL is a registered trademark of SGI (SGI, Sunnyvale, CA, www.sgi.com) A manufacturer of workstations and servers, founded in 1982 by Jim Clark. The company was founded as Silicon Graphics, Inc., but changed to its acronym in 1999. Inc. Sound Blaster and Nomad are trademarks of Creative Technologies Ltd. All other trademarks are acknowledged and recognized. |
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