Avid Proposed Acquisition of Pinnacle Clears U.S. Antitrust Review.TEWKSBURY, Mass. & MOUNTAIN VIEW, Calif. -- Avid Technology "Avid" redirects here. For the "Advancement Via Individual Determination" educational program, see AVID. Avid Technology, Inc NASDAQ: AVID is an American company specializing in video and audio production technology; specifically, digital non-linear media editing (NLE) , Inc. (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 : AVID) and Pinnacle Systems Pinnacle Systems, Inc. is a California-based American manufacturer of digital video hardware and software for the consumer and broadcast markets. It was founded in 1986. In 2002 Pinnacle purchased VOB Computersysteme GmbH (now pinnaclesys.de). , Inc. (NASDAQ: PCLE) today announced that they have been granted early termination of the waiting period 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. , in connection with Avid's proposed acquisition of Pinnacle. The transaction - which is expected to close in the third calendar quarter of 2005 - remains subject to shareholder approvals by both companies, as well as other customary regulatory approvals and satisfaction of additional closing conditions. Avid president and chief executive officer David Krall said, "We are very pleased that the Justice Department has granted early approval of our proposed acquisition of Pinnacle. We look forward to completing the rest of the regulatory and stockholder approval processes so that we can close the acquisition and begin tapping the many opportunities that it presents for our business." Avid has set a date of July 27, 2005, for its Annual Meeting of Shareholders, at which its stockholders will be asked to vote on the merger. Pinnacle has also set a date of July 27, 2005, for its Special Meeting of Shareholders, at which its shareholders will be asked to vote on the merger. Shareholders of record of Avid and Pinnacle as of June 7, 2005, will be entitled to vote at their respective meetings. On March 21, 2005, Avid and Pinnacle announced that Avid entered into a definitive agreement to acquire Pinnacle in a cash and stock transaction. Under the terms of the agreement, Pinnacle shareholders will receive .0869 shares of Avid stock and $1.00 in cash for each Pinnacle share. At closing, it is expected that Avid will issue approximately 6.2 million shares and pay $71 million in cash. IMPORTANT ADDITIONAL INFORMATION On June 10, 2005, Avid filed with the SEC an amendment to its Registration Statement on Form S-4 (Registration No. 333-124475), containing a Joint Proxy Statement/Prospectus. Avid and Pinnacle plan to mail to their respective stockholders a definitive Joint Proxy Statement/Prospectus in connection with the proposed transaction. The Registration Statement and the definitive Joint Proxy Statement/Prospectus will contain important information about Avid, Pinnacle, the transaction, and related matters. Investors and security holders are urged to read the Registration Statement and the definitive Joint Proxy Statement/Prospectus carefully. Investors and security holders are able to obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus and other documents filed with the SEC by Avid and Pinnacle through the website maintained by the SEC at www.sec.gov. In addition, investors and security holders are able to obtain free copies of the Registration Statement and the definitive Joint Proxy Statement/Prospectus and other documents filed with the SEC from Avid by contacting Dean Ridlon, Investor Relations Investor relations The process by which the corporation communicates with its investors. Director for Avid, at telephone number 978.640.5309, or from Pinnacle by contacting Deborah B. Demer of Demer IR Counsel, Inc. at telephone number 925.938.2678, extension 224. Avid and Pinnacle, and their respective directors and executive officers, may be deemed to be participants in the solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of proxies. Information regarding Avid's directors and executive officers is contained in Avid's Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ended December 31, 2004, as amended, which is filed with the SEC and available free of charge as indicated above. Information regarding Pinnacle's directors and executive officers is contained in Pinnacle's Form 10-K for the year ended June 30, 2004, as amended, and its proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. dated September 30, 2004, which are filed with the SEC and available free of charge as indicated above. The interests of Pinnacle's directors and executive officers in the solicitations include severance payments, retention payments, acceleration of options, and other potential benefits for certain executive officers and directors of Pinnacle that may be paid under pre-existing agreements, programs, and stock option plans. The interests of Avid and Pinnacle's directors and executive officers with respect to the proposed merger are more specifically set forth in the Registration Statement and the Joint Proxy Statement/Prospectus filed with the SEC, available free of charge as indicated above. About Avid Technology, Inc. Avid Technology, Inc. is a world leader in digital nonlinear A system in which the output is not a uniform relationship to the input. nonlinear - (Scientific computation) A property of a system whose output is not proportional to its input. media creation, management, and distribution solutions, enabling film, video, audio, animation, games, and broadcast professionals to work more efficiently, productively, and creatively. For more information about the company's Oscar(R), Grammy(R), and Emmy(R) award-winning products and services, please visit: www.avid.com. About Pinnacle Systems, Inc. Pinnacle Systems provides broadcasters and consumers with cutting-edge digital media creation, storage, and play-back solutions for use at Home, in the Studio and on the Air. Pinnacle Systems' award winning digital media solutions are in use around the world for broadcast, video and audio editing Audio editing is the process of taking recorded sound and changing it directly on the recording medium (analog) or in RAM (digital). Audio editing was a new technology that developed in the middle part of the 20th century with the advent of magnetic tape recording. , DVD DVD: see digital versatile disc. DVD in full digital video disc or digital versatile disc Type of optical disc. The DVD represents the second generation of compact-disc (CD) technology. and CDR (1) See CD-R and extension. (2) (Call Detail Reporting) See call accounting. (3) (Common Data Rate) A standard sampling rate for digital video for 480i and 576i systems. The rate is 13.5 MHz. See ITU-R BT. authoring and on the Internet. A recognized industry leader, Pinnacle Systems has received nine prestigious Emmy(R) Awards for its technical innovations and carries this commitment throughout all of its product lines. For more information about Pinnacle Systems products and services, please visit: www.pinnaclesys.com. Pinnacle Systems, MediaStream, Deko, Pinnacle Studio Pinnacle Studio is a non-linear video editing software application manufactured by Pinnacle Systems, a division of Avid Technology. It is the consumer level counterpart to Pinnacle's former professional level software, Liquid Edition (now Avid Liquid). , and Pinnacle Liquid Edition are trademarks or registered trademarks of Pinnacle Systems, Inc. or its subsidiaries 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. and other countries. (C) 2005 Avid Technology, Inc. All rights reserved. Avid, Digidesign, Film Composer, and Pro Tools are either registered trademarks or trademarks of Avid Technology, Inc. in the United States and/or other countries. Avid received an Oscar statuette representing the 1998 Scientific and Technical Award for the concept, design, and engineering of the Avid(R) Film Composer(R) system for motion picture editing. Digidesign, Avid's audio division, received an Oscar statuette representing the 2003 Scientific and Technical Award for the design, development, and implementation of its Pro Tools(R) digital audio workstation A digital audio workstation (DAW) is a system designed to record, edit and play back digital audio. A key feature of DAWs is the ability to freely manipulate recorded sounds, much like a word processor manipulates typed words. . Oscar is Oscar I, 1799–1859, king of Sweden and Norway (1844–59), son and successor of Charles XIV. His reign was one of social and economic advance. His book on the reform of criminal law and prisons had wide influence. Oscar was succeeded by his elder son, Charles XV. a trademark and service mark of the Academy of Motion Picture Arts and Sciences. Emmy is a registered trademark of ATAS/NATAS. Grammy is a trademark of the National Academy of Recording Arts and Sciences The National Academy of Recording Arts & Sciences, Inc. is known variously as The Recording Academy or NARAS. Established in 1957, The Recording Academy is a U.S. , Inc. All other trademarks contained herein are the property of their respective owners. Forward-looking Statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. Some statements in this announcement may be "forward-looking statements" for the purposes of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the forward-looking statements, including but not limited to: (i) the possibility that the transaction will not close or that the closing will be delayed due to antitrust regulatory review or other factors, (ii) the challenges and costs of assimilating the operations and personnel of Pinnacle; (iii) the ability to attract and retain highly qualified employees; (iv) competitive factors, including pricing pressures; (v) reaction of customers of Pinnacle and Avid and related risks of maintaining pre-existing relationships of Pinnacle; (vi) fluctuating currency exchange rates; (vii) adverse changes in general economic or market conditions, particularly in the content-creation industry; and (viii) other one-time events and other important factors disclosed previously and from time to time in Avid's and Pinnacle's filings with the SEC and to be more specifically set forth in the definitive Joint Proxy Statement/Prospectus filed by Avid and Pinnacle with the SEC. Avid and Pinnacle disclaim any obligation to update any forward-looking statements after the date of this release. |
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