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Copper Mountain Networks to Merge with Tut Systems.


PALO ALTO Palo Alto, city, California
Palo Alto (păl`ō ăl`tō), city (1990 pop. 55,900), Santa Clara co., W Calif.; inc. 1894. Although primarily residential, Palo Alto has aerospace, electronics, and advanced research industries.
, Calif. -- Copper Mountain Networks, Inc. (Nasdaq:CMTN), a provider of intelligent broadband access See broadband and wireless broadband.  solutions, today announced that after an extensive evaluation of strategic alternatives, the Company has signed a definitive merger agreement with Tut Systems, Inc. (Nasdaq:TUTS TUTS Theatre Under the Stars (Houston, Texas)
TUTS True Ultimate Tensile Strength
) of Lake Oswego Lake Os·we·go  

A city of northwest Oregon, a residential suburb of Portland. Population: 35,800.
, OR. Under this agreement, Tut Systems will acquire all of the outstanding shares of common stock of Copper Mountain in a stock-for-stock transaction valued at approximately $10.0 million. Upon closing, Tut Systems will issue approximately 2.5 million shares of its common stock to the shareholders of Copper Mountain Networks, Inc. Approximately 25.2 million shares of Tut Systems common stock are currently outstanding. (Tut Systems has also agreed to acquire CoSine Communications in a stock-for-stock transaction, and if that transaction is consummated, Tut Systems would issue approximately 6.0 million shares of Tut Systems common stock to shareholders of CoSine.) Subject to approval of the transaction by the stockholders of Copper Mountain and to other customary closing conditions, the transaction is expected to close in the second quarter of 2005.

Additional Information about the Proposed Transaction

In connection with the proposed acquisition transaction, Tut Systems and Copper Mountain will be filing a proxy statement/prospectus with the Securities and Exchange Commission (the "SEC"), including a 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.
 that will be distributed to stockholders of Copper Mountain. Investors and security holders of Copper Mountain are urged to read the proxy statement/prospectus carefully when it becomes available and any other relevant documents filed with the SEC, because they will contain important information about the proposed merger. Investors will be able to obtain a copy of the proxy statement/prospectus (when available), as well as other filings of Tut Systems and Copper Mountain, free of charge on the SEC's Internet site http://www.sec.gov. In addition, documents filed by Tut Systems with the SEC can be obtained, without charge, by directing a request to Tut Systems, Inc., Jeff Schline, 6000 SW Meadows Road, Lake Oswego, Oregon Lake Oswego (IPA: ɔs wiː ɡo) is a city in Clackamas County, Oregon, United States. (Small parts of the city extend into Multnomah County to the north and Washington County to the west. , 97035, 917-217-0364, and documents filed with the SEC by Copper Mountain will be available free of charge by contacting Copper Mountain Networks, Inc., Attn. Greg Peck, Vice President, Finance, 10145 Pacific Heights Blvd., Suite 530, San Diego, California “San Diego” redirects here. For other uses, see San Diego (disambiguation).
San Diego is a coastal Southern California city located in the southwestern corner of the continental United States. As of 2006, the city has a population of 1,256,951.
, 92121, 858-410-7303. Investors should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decision.

About Copper Mountain Networks

Copper Mountain Networks, Inc. (Nasdaq:CMTN) is a provider of intelligent broadband access solutions. The company has developed a broad set of subscriber access and broadband remote access server A broadband remote access server (BRAS) routes traffic to and from the digital subscriber line access multiplexers (DSLAM) on an Internet service provider's (ISP) network.[1]  (BRAS) equipment for ILECs, IXCs, PTTs, CLECs, IOCs, and other facilities-based carrier networks worldwide. These products enable efficient and scalable deployment of advanced voice, video, and data services while leveraging existing network infrastructures and reducing both capital and operational costs. Copper Mountain's products have been proven in some of the world's largest broadband network deployments. For more information, please visit the company's World Wide Web site at http://www.coppermountain.com. For investor relations Investor relations

The process by which the corporation communicates with its investors.
 information, contact us at 858-410-7110 or IR@coppermountain.com.

Copper Mountain Networks Safe Harbor Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
 Warning

Portions of this release contain forward-looking statements regarding future events based on current expectations and are subject to risks and uncertainties, such as statements regarding the proposed acquisition of Copper Mountain by Tut Systems. Copper Mountain wishes to caution you that there are some factors that could cause actual results to differ materially from the results indicated by such statements. These factors include, but are not limited to the risk that the proposed acquisition may not be consummated on the terms described above or at all. Investors and prospective investors are cautioned not to place undue reliance on such forward-looking statements. Further, Copper Mountain expressly disclaims any obligation to update or revise any forward-looking statements contained herein to reflect future events or developments after the date hereof. We refer you to the documents Copper Mountain files from time to time with the Securities and Exchange Commission, specifically the section titled Risk Factors in our Annual Report on 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, 2003 and other reports and filings made and to be made with the Securities and Exchange Commission, including, but not limited to, our Quarterly Reports on Form 10-Q Form 10-Q

See 10-Q.
.
COPYRIGHT 2005 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2005, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Feb 11, 2005
Words:704
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