C-Cube Announces Agreement to Combine DiviCom with Harmonic; Combination Creates Premier Provider of Open-Systems Solutions for Delivering Video, Voice and Data Over Broadband Networks.MILPITAS, Calif.--(BUSINESS WIRE)--Oct. 27, 1999-- C-Cube Microsystems (Nasdaq:CUBE) today announced that it has entered into a definitive agreement to combine its wholly-owned DiviCom subsidiary with Harmonic (Nasdaq:HLIT), and to spin off or sell its semiconductor business in a taxable transaction Taxable transaction Any transaction that is not tax-free to the parties involved, such as a taxable acquisition. prior to the closing of the transaction. DiviCom is the leading provider of open solutions for digital television. Under the terms of the agreement between C-Cube and Harmonic, the Harmonic transaction will be structured as a tax-free exchange tax-free exchange An exchange of assets between taxpayers in which any gain or loss is not recognized in the period during which the exchange takes place. Rather, taxpayers are required to adjust the basis of assets exchanged. of stock in which C-Cube shareholders will receive, in exchange for each share of C-Cube stock, 0.5427 shares of Harmonic stock. Based upon Harmonic's closing price of $64.875 on October 26, 1999, the value of the Harmonic combination would be approximately $1.7 billion. In addition, the C-Cube shareholders will receive spun off shares of the semiconductor business or net, after-tax proceeds of any sale of the semiconductor business. As a condition to the closing of the Harmonic transaction, C-Cube will spin out its semiconductor division. "The combination of DiviCom and Harmonic creates a powerful broadband networking company that is the premier provider of open solutions for voice, video and data infrastructure," said Alexandre Balkanski, C-Cube's Chief Executive Officer. "The spin off launches a semiconductor pure play that is number one and strengthening in digital video. (a) "C-Cube shareholders will gain a significant stake in Harmonic/DiviCom in addition to their continued ownership in our thriving semiconductor business," Balkanski said. "C-Cube Semiconductor has made excellent gains over the past year, and leads the world in the digital video marketplace," said Umesh Padval, President-C-Cube Semiconductor. "We foresee accelerating opportunities in our growth platforms 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. of DVDs, Set-top Boxes and Codecs The following is a list of codecs. Audio codecs Non-compression formats
The merger is subject to the approval of the stockholders of each company, customary closing conditions, including applicable regulatory clearances, and the spin-off or sale of the semiconductor business. The closing is anticipated to take place during Q1 2000. About DiviCom DiviCom, Inc. is a leading provider of open solutions for digital television. Products include audio/video encoding, data broadcast solutions, network management systems, consulting and integration services. Based on the MPEG-2, DVB (Digital Video Broadcasting) An international digital television (DTV) standard that is the European and Far Eastern counterpart of the North American ATSC standard. and ATSC (Advanced Television Systems Committee) An international digital television (DTV) standard adopted by the U.S., Canada, South Korea, Taiwan and Argentina. international standards, DiviCom products enable digital video broadcasting over a variety of networks including satellite, wireless, telco and cable. DiviCom is a wholly-owned subsidiary of C-Cube Microsystems Inc. (Nasdaq:CUBE), and is based in Milpitas, Calif. DiviCom can be reached at (408/490-6700 or www.divi.com). About Harmonic Harmonic designs, manufactures and markets digital and fiber optic systems that deliver video, voice and data over cable, satellite, telco and wireless networks. These advanced solutions enable cable television and other network operators to provide a range of interactive broadband services that include high-speed Internet See broadband. access, telephony and video-on-demand. Harmonic is headquartered in Sunnyvale, Calif., where it also operates an R&D center and a manufacturing facility, and has a sales and support center in the U.K. The company also operates its Harmonic Data Systems subsidiary and an R&D center in Israel. In addition, the company maintains several sales and support centers worldwide. Harmonic is ISO (1) See ISO speed. (2) (International Organization for Standardization, Geneva, Switzerland, www.iso.ch) An organization that sets international standards, founded in 1946. The U.S. member body is ANSI. 9001-certified and its stock is traded on the Nasdaq stock market Nasdaq stock market The first electronic stock market listing over 5000 companies. The Nasdaq stock market comprises two separate markets, namely the Nasdaq National Market, which trades large, active securities and the Nasdaq Smallcap Market that trades emerging growth companies. under the symbol "HLIT." For more information, check the company's website at www.harmonicinc.com. About C-Cube C-Cube Microsystems Inc. is the industry leader in the development and delivery of highly integrated digital video silicon and systems solutions. C-Cube's Semiconductor Division delivers highly integrated digital video silicon and systems solutions for the communications and consumer electronics markets, including digital set-top boxes,VCD See Video CD. VCD - Video Compact Disc , and 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. . C-Cube's DiviCom Division is a leader in the deployment of digital video networks. C-Cube is headquartered in Milpitas, California Milpitas (IPA pronunciation: mɪlpitʌs; inhabitants are called 'Milpitans') is a city in Santa Clara County, California. It is located with San Jose to its south and Fremont to its north, at the eastern end of Highway 237 and generally between Interstate freeways 680 and with offices in North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere. , Europe, and Asia. Its stock is traded on the Nasdaq under the symbol CUBE. C-Cube can be reached at 408/490-8000 or at http://www.c-cube.com. C-Cube's DiviCom Division is based in Milpitas, Calif. and can be reached at 408/944-6700 or at http://www.divi.com. This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Actual results could differ materially from those projected in the forward-looking statements as a result of the risk factors set forth in the Company's Forms 10-K and 10-Q reports. The Company has attempted to identify forward-looking statements in this press release by placing an (a) following each sentence containing such statements. Note to Editors: C-Cube and the C-Cube logo are registered trademarks of C-Cube Microsystems, Inc. DiviCom is a registered trademark of DiviCom, Inc. |
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