Applied Magnetics Corp. and DAS Devices Inc. to Merge.

GOLETA, Calif.--(BUSINESS WIRE)--Nov. 25, 1998--Applied Magnetics Corp. (NYSE:APM) and DAS Devices Inc. Wednesday jointly announced that both companies' boards of directors have approved the terms of a merger of the two companies.

The companies have entered into a definite agreement whereby Applied Magnetics will purchase DAS, with the stockholders of DAS receiving approximately 13 million registered shares of Applied Magnetics common stock.

Applied Magnetics has also entered into an agreement with certain institutional investors to raise $20 million simultaneously with the completion of the merger, through a private placement of common equity. Applied Magnetics and DAS have received opinions from their respective independent financial advisors, to the effect that the consideration is fair from a financial point of view.

"The combination of these two companies creates a unique synergy that will combine DAS Devices' proprietary and patented state-of-the-art wafer technology with Applied Magnetics' high-volume manufacturing capability," said Craig Crisman, chief executive officer of Applied Magnetics.

The parties believe the merger will enable the combined company to accelerate its time-to-market performance and enhance the production readiness of giant magneto-resistive (GMR) technology at aerial densities up to 5 gigabits per square inch, capable of recording 6.4 gigabytes on a 3.5-inch disk.

Prototype units for GMR products targeting both 6.4 and 8.5 gigabytes per 3.5-inch disk are immediately available for customer evaluation.

"DAS Devices is excited about the merger as it will allow us to leverage Applied Magnetics' worldwide production and customer support capabilities and become a fully integrated manufacturer," said Bob Genesi, CEO of DAS Devices.

The hard disk drive industry in recent years has been experiencing an increase in the rate of new product introductions and a corresponding decrease in product life cycles. As a result, the recording head industry is making a rapid transition to GMR-based technology in 1999.

The merger should allow the combined company to compete effectively with other head companies and provide a solid foundation to take a technology leadership role in the years to come.

Applied Magnetics is an independent manufacturer of magnetic recording heads, head-gimbal assemblies ("HGAs") and headstack assemblies ("HSAs") for computer hard disk drives. Founded in 1957, Applied Magnetics is the oldest independent U.S.-based supplier of disk heads to the merchant market.

With headquarters in Goleta, the company employs more than 5,700 people around the world, with facilities in Malaysia, Korea, Singapore and China. The company's worldwide Web site can be found at www.appmag.com.

Forward-looking statements included in this release are based on estimates and assumptions made by management of the company, which, although believed to be reasonable, are inherently uncertain and difficult to predict. Therefore, undue reliance should not be placed upon such estimates. Such statements are subject to certain risks and uncertainties inherent in the company's business that could cause actual results to differ materially from those projected. These factors include, but are not limited to: successful transition to volume production of MR and GMR disk head products with profitable yields; the limited number of customers and customer changes in short range and long range plans; dependence on continued customer demand for the company's inductive thin film products; competitive pricing pressures; changes in business conditions affecting the company's financial position or results of operations which significantly increase the company's working capital needs; the company's inability to generate or obtain sufficient capital to fund its working capital needs; the company's ability to control inventory levels; domestic and international competition in the company's product areas; risks related to international transactions; and general economic risks and uncertainties.