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Genesis Microchip and Paradise Electronics Complete Merger.


TORONTO--(BUSINESS WIRE)--June 1, 1999--

Genesis Microchip Incorporated (Nasdaq:GNSS (Global Navigation Satellite System) The European term for a global satellite-based radio navigation system. See Galileo. ) announced today its merger with privately held Paradise Electronics, Inc., of San Jose, Calif., has been completed after approval by the shareholders of both companies. The vote was held May 28, 1999.

The merger is expected to enhance Genesis's position as the leading supplier of integrated circuits for LCD monitors and strengthen its ability to serve other markets such as digital displays, HDTV (High Definition TV) A set of digital television (DTV) standards that offer the highest resolution and sharpest picture. Although some HDTV sets are available in standard (rather square) screen sizes, the overwhelming majority of sets are wide screen, which eliminates , projection systems, DVD players and a variety of other applications.

"The beauty of this merger is several pronged prong  
n.
1. A thin, pointed, projecting part: a pitchfork with four prongs.

2. A branch; a fork: the two prongs of a river.

tr.v.
," said Paul M. Russo, Genesis Microchip's 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. . "We now have mixed-signal expertise and a full product line to address the entire LCD monitor market -- from the low-end to the very high-end products. In addition, our combined technology, expertise and resources will allow us to aggressively pursue opportunities in several emerging markets including the consumer digital video market. We believe we are now positioned to be the premier display chip company in the evolving digital display revolution."

Jeff Diamond, CEO of Paradise Electronics and now Genesis's Executive Vice President and Chief Operating Officer Chief Operating Officer (COO)

The officer of a firm responsible for day-to-day management, usually the president or an executive vice-president.
 added: "Paradise's experience with single-chip, mixed-signal integration complements Genesis's established imaging expertise. We're currently merging our product road maps to quickly produce the low-cost, multi-featured integrated circuits our customers are demanding."

Under the terms of the merger, 4.5 million shares of Genesis Microchip common stock are to be exchanged for all outstanding shares and options of Paradise Electronics. The merger is accounted for as a pooling of interests Pooling of Interests

An accounting method, used in mergers and acquisitions, where the balance sheet items of the two companies are simply added together.

Notes:
The opposite of pooling of interests is the purchase acquisition method.
 and qualifies as a tax-free reorganization.

Under terms of the agreement, Alex Lushtak, Chairman of Paradise and Larry Finch, a Paradise board member and general partner of venture capital firm Sigma Partners, join the Genesis board of directors. The board of directors also approved a change in the company's fiscal year-end Fiscal Year-End

The completion of a one-year, or 12-month, accounting period.

Notes:
The reason that a company's fiscal year often differs from the calendar year and does not close on Dec 31, is due to the nature of company's needs.
 to March to assist analysts and investors in making more accurate comparisons when aligning Genesis's quarterly results with those of other companies -- and to assist Genesis in merger and acquisition activities.

Founded in 1996, Paradise Electronics designs and produces highly integrated mixed-mode integrated circuits for the flat panel monitor See flat panel display.  market. Customers include ADI, Compal, CTX-Opto, Fujitsu, Hitachi and Twinhead.

Genesis Microchip designs, manufactures and markets the ImEngine line of highly integrated semiconductors for a variety of video and graphics applications. Customers include Acer, Apple Computer, Dell Computer, IBM (International Business Machines Corporation, Armonk, NY, www.ibm.com) The world's largest computer company. IBM's product lines include the S/390 mainframes (zSeries), AS/400 midrange business systems (iSeries), RS/6000 workstations and servers (pSeries), Intel-based servers (xSeries) , In Focus Systems, LG Electronics, Philips, Samsung Electronics, Siemens, Sharp, 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. , Sony, Texas Instruments, ViewSonic and more than 200 other companies.

Genesis Microchip Inc. -- an 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-registered company -- is a global leader in digital imaging technologies. The company is headquartered in Markham, Ontario, Canada, while its U.S. subsidiary is located in Mountain View, Calif. Further information is available at: http://www/genesis-microchip.com.

The forward looking statements contained in this news release, which reflect management's best judgment based on factors currently known, involve risks and uncertainties, including risks involving the ability to successfully integrate Genesis Microchip and Paradise Electronics, the ability to successfully develop new products, market acceptance of existing and new products of the combined companies, variances between actual and estimated costs and expenses related to the proposed merger, the potential for fluctuations on quarterly operating results, rapid technological change, and intense competition from current and potential competitors who may be able to respond more quickly to new or emerging technologies and changes in customer requirements. Actual results may differ materially.

Editor note: - ImEngine is a trademark of Genesis Microchip Inc.
COPYRIGHT 1999 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 1999, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1CANA
Date:Jun 1, 1999
Words:576
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