Acquisition Marks Broadcom's Entry into the $11 Billion-Plus Cellular
Communications Semiconductor Market
Broadcom to Provide Complete Solutions for Wireless Wide, Local and Personal
IRVINE, Calif. and SANTA CLARA, Calif., April 8 /PRNewswire-FirstCall/ -- Broadcom Corporation (Nasdaq: BRCM), the leading provider of integrated circuits enabling broadband communications, today announced it has signed a definitive agreement to acquire Mobilink Telecom, Inc., a leading supplier of chipsets and reference designs for mobile phones, PDAs and cellular modem cards.
Mobilink's products are currently in production and being used by major manufacturers of devices designed for the Global System for Mobile Communications (GSM), the world's most prevalent mobile phone standard. Additionally, Mobilink is completing field-testing and certification of its General Packet Radio Service (GPRS) products, targeted to a market that delivers Internet Protocol packet services to over 650 million GSM subscribers. Mobilink's product offering includes an all-CMOS single-chip baseband processor, protocol stacks, and MMI (Man-Machine Interface) and application software, as well as customized final product designs tailored to its customers' specifications.
"Broadcom's entry into the cellular chip, design and software markets through the acquisition of Mobilink represents an important strategic step for our company, one that will not only allow us to provide wide area roaming capability over the digital cellular networks, but also enhance synergies with our best-in-class products for enterprise 802.11b wireless networks and short range wireless links over Bluetooth(TM) connections," said Dr. Henry T. Nicholas III, Broadcom's President and CEO. "With this acquisition, Broadcom will be unique in its ability to provide products that enable wireless voice, video and data connectivity while in the home, on the road and in the office."
Broadcom has already introduced a number of leading products enabling 802.11b and Bluetooth networks. The addition of Mobilink's GSM/GPRS integrated circuits, software and design capabilities will further enable Broadcom to support the convergence of wireless networks, allowing delivery of high bandwidth content to users virtually anytime, anywhere, and driving the transformation of the handset from a voice-only device into a multimedia gateway.
"With its broad product portfolio and access to every major broadband communications market, Broadcom is an ideal complement for Mobilink's growing reach into the mobile segment," said Tung Chang, Chairman and CEO of Mobilink. "As mobile handsets transition from pure voice to broadband multimedia and data, the synergies to be derived by combining Mobilink's 2G and 2.5G cellular technologies with Broadcom's 802.11, Bluetooth and DSP products make this a great fit for both companies."
"Broadcom is the first company I've seen with this level of commitment to a converged mobile communications strategy, making different wireless technologies work together rather than conflict," said Andy Fuertes of Allied Business Intelligence. "Products emerging from this approach will allow end-users to instantly download e-mail, web pages and streaming media to laptops, phones and other mobile devices. As a frequent traveler, these are the kinds of features that I look forward to being able to use."
"Broadcom's acquisition of Mobilink is a significant validation of the technology, products and team in which Ericsson first invested in 2001," said Goran Hermanson, Director of Strategic Alliances, LM Ericsson.
"Mobilink Telecom enabled us to quickly and efficiently add a fully featured GSM product to our NeoMe(TM) line of flip-phones," said Dr. Moon Song, CEO of Hyundai-Curitel. "By providing baseband processors and reference designs with Full Type Approval and assisting with field trials for the finished product, Mobilink enabled us to take the phone from initial concept to production in six months, helping us meet the time-to-market challenges that drive our industry."
In connection with the acquisition, Broadcom will issue approximately 5.6 million shares of its Class A common stock in exchange for all outstanding shares of Mobilink capital stock and upon exercise of outstanding employee stock options and other rights of Mobilink. Up to approximately 2.0 million additional shares of Broadcom Class A common stock will be reserved for future issuance to the shareholders and option holders of Mobilink upon satisfaction of certain performance goals. The acquisition is expected to be neutral to modestly accretive in 2002 to Broadcom's financial results on a pro forma reporting basis.
Broadcom reports net income (loss) and diluted earnings (loss) per share in accordance with generally accepted accounting principles (GAAP) and additionally on a pro forma basis that excludes the effects of certain acquisition-related expenses, payroll taxes on certain stock option exercises, certain non-recurring charges, such as goodwill impairment, restructuring costs and loss on strategic investments, non-operating gains, and related income tax effects. Broadcom uses pro forma reporting internally to evaluate its operating performance and believes this presentation provides its investors with additional insight on its underlying operating results.
The merger transaction is expected to close within 60 days and will be accounted for under the purchase method of accounting. The boards of directors of both companies have approved the merger, which awaits approval by Mobilink's shareholders and the satisfaction of regulatory requirements and other customary closing conditions. Broadcom expects to record a one-time charge for purchased in-process research and development expenses related to the acquisition in its second fiscal quarter, ending June 30. The amount of that charge has not yet been determined.
Mobilink Telecom, Inc. develops, manufactures, and markets industry-leading GSM and GPRS chips, with complete software and terminal solutions for high-volume manufacturers. Mobilink's expertise also covers multi-band GSM Type Approval, operator field trials, and production line setup. Mobilink is a privately-held company with 132 employees located in Santa Clara and Irvine, Calif. and Middletown, N.J. Ericsson Holding International B.V. is a strategic investor in the company. For more information, visit www.mobilinktel.com .
Broadcom Corporation is the leading provider of highly integrated silicon solutions that enable broadband communications and networking of voice, video and data services. Using proprietary technologies and advanced design methodologies, Broadcom designs, develops and supplies complete system-on-a-chip solutions and related hardware and software applications for every major broadband communications market. Broadcom's diverse product portfolio includes solutions for digital cable set-top boxes and cable modems; high-speed local, metropolitan and wide area and optical networks; home networking; Voice over Internet Protocol (VoIP); carrier access; residential broadband gateways; direct broadcast satellite and terrestrial digital broadcast; digital subscriber lines (DSL); wireless communications; SystemI/O(TM) server solutions; and broadband network processors. These technologies and products support our core mission: Connecting everything(TM).
Broadcom is headquartered in Irvine, Calif., and may be contacted at 1-949-450-8700 or at www.broadcom.com .
Safe Harbor Statement of Broadcom Corporation under the Private Securities Litigation Reform Act of 1995:
All statements made or incorporated by reference in this release and in the related conference call for analysts and investors, other than statements or characterizations of historical fact, are forward-looking statements. These forward-looking statements are based on our current expectations, estimates and projections about our industry, management's beliefs and certain assumptions made by us. Forward-looking statements can often be identified by words such as "anticipates," "expects," "intends," "plans," "predicts," "believes," "seeks," "estimates," "may," "will," "should," "would," "potential," "continue," similar expressions, and variations or negatives of these words, and include, among others, statements regarding our ability to successfully complete the acquisition, the anticipated synergies to be derived, product development and market acceptance of products introduced by the combined company, and the financial impact of the acquisition. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These forward-looking statements speak only as of the date hereof and are based upon the information available to us at this time. Such information is subject to change, and we will not necessarily inform you of such changes. These statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, our actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors.
Important factors that may cause such a difference for Broadcom in connection with its planned acquisition of Mobilink Telecom, Inc. include, but are not limited to, the risks inherent in acquisitions of technologies and businesses, including the timing and successful completion of technology and product development through volume production, integration issues, costs and unanticipated expenditures, changing relationships with customers, suppliers and strategic partners, potential contractual, intellectual property or employment issues, accounting treatment and charges, and the risks that the acquisition cannot be completed successfully or that anticipated benefits are not realized; general economic and political conditions and specific conditions in the markets we address, including the recent significant economic slowdown in the technology sector and semiconductor industry; the rate at which present and future customers and end-users adopt Broadcom's and Mobilink's technologies and products in the markets for GSM and GPRS mobile telecommunications and other wireless products; delays in the adoption and acceptance of industry standards in those markets; the timing of customer-industry qualification and certification of our respective products and the risks of non-qualification or non-certification; the timing, rescheduling or cancellation of significant customer orders and the ability of customers to manage their inventories; the loss of a key customer; the volume of product sales and pricing concessions on volume sales; the effectiveness of our respective expense and product cost control and reduction efforts; changes in our respective product or customer mix; the qualification, availability and pricing of competing products and technologies and the resulting effects on sales and pricing of our respective products; the effects of new and emerging technologies; our ability to specify, develop or acquire, complete, introduce, market and transition to volume production new products and technologies in a timely manner; our ability to retain and hire key executives, technical personnel and other employees in the numbers, with the capabilities, and at the compensation levels needed to implement our business and product plans; intellectual property disputes and customer indemnification claims and other types of litigation risk; the availability and pricing of third party semiconductor foundry and assembly capacity and raw materials; fluctuations in the manufacturing yields of our third party semiconductor foundries and other problems or delays in the fabrication, assembly, testing or delivery of our products; the risks of producing products with new suppliers and at new fabrication and assembly facilities; problems or delays that we may face in shifting products to smaller geometry process technologies and in achieving higher levels of design integration; the quality of products and any remediation costs; the risks and uncertainties associated with international operations, particularly in light of recent events; the effects of natural disasters, international conflicts and other events beyond our control; the level of orders received that can be shipped in a fiscal quarter; and other factors.
Broadcom's Annual Report on Form 10-K, recent and forthcoming Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other Securities and Exchange Commission filings discuss some of the important risk factors that could contribute to such differences or otherwise affect our business, results of operations and financial condition. We undertake no obligation to revise or update publicly any forward-looking statement for any reason.
Broadcom(R), the pulse logo(R), Connecting everything(TM) and SystemI/O(TM) are trademarks of Broadcom Corporation and/or its affiliates in the United States and certain other countries. Mobilink(TM) is a trademark of Mobilink Telecom, Inc. in the United States and certain other countries. Bluetooth(TM) is a trademark owned by Telefonaktiebolaget LM Ericsson AB and licensed to participants in the Bluetooth Special Interest Group (SIG) in the United States and certain other countries. NeoMe(TM) is a trademark of Hyundai-Curitel. All other trademarks mentioned are the property of their respective owners.
Broadcom Press Contacts
Bill Blanning or Henry Rael
Corporate Communications Department
949-585-5555 or 949-585-5734
Corporate Marketing Manager
Broadcom Investor Relations Contact
Director, Investor Relations
email@example.com SOURCE Broadcom Corporation
/CONTACT: press, Bill Blanning, +1-949-585-5555, firstname.lastname@example.org, or Henry Rael, +1-949-585-5734, email@example.com, Broadcom Corporate Communications Department, or investor relations, Nick Kormeluk Director, Investor Relations of Broadcom, +1-949-585-5663, firstname.lastname@example.org; or Bryan Chase, Corporate Marketing Manager of Mobilink, +1-408-748-4517, chase@Mobilinktel.com/
/Web site: http://www.mobilinktel.com /