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Filed by LSI Logic Corporation
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: C-Cube Microsystems Inc.
Commission File No.: 333-58862
FOR IMMEDIATE RELEASE
CONTACTS: MEDIA RELATIONS INVESTOR RELATIONS
Kevin Brett Diana Matley
408-433-7150 408-433-4365
kbrett@lsil.com diana@lsil.com
CC01-50
LSI LOGIC ANNOUNCES SUBSEQUENT OFFERING PERIOD FOR ITS C-CUBE ACQUISITION
Strategic Acquisition Combines Product Lines, Sales Channels and Technology
Development Strengths of Two Consumer and Communications Market Leaders
MILPITAS, Calif., May 11/PRNewswire/ - LSI Logic Corporation (NYSE: LSI)
announced today that it has acquired the majority ownership of C-Cube
Microsystems Inc. (Nasdaq: CUBE) bolstering LSI Logic's portfolio of silicon and
software solutions for global consumer and communications markets. The
transaction is valued at approximately $850 million.
The acquisition was completed through an exchange offer by its wholly
owned subsidiary, Clover Acquisition Corp. for all of the outstanding shares of
common stock of C-Cube, at an exchange ratio of 0.79 of a share of LSI Logic
common stock for each share of C-Cube common stock that was validly tendered and
not properly withdrawn.
The exchange offer commenced on April 13 and expired at midnight EDT on
Thursday, May 10. All shares of C-Cube common stock validly tendered and not
properly withdrawn prior to the expiration of the exchange offer have been
accepted for exchange and will be exchanged promptly for shares of LSI Logic
common stock. Approximately 43.6 million shares of C-Cube common stock
(including shares tendered through notice of guaranteed delivery) were validly
tendered and not properly withdrawn prior to the expiration of the exchange
offer, which
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constitutes approximately 86 percent of the total number of outstanding shares
of C-Cube common stock.
After the expiration of the subsequent offering period, LSI Logic intends
to complete the acquisition of C-Cube by merging Clover Acquisition Corp. into
C-Cube, after which C-Cube will become a wholly owned subsidiary of LSI Logic.
The transaction is expected to be accretive to LSI Logic's earnings per share
before goodwill amortization and other special items (EBG) this year and will be
accounted for using the purchase method of accounting.
LSI Logic also announced today that it has elected to provide a subsequent
offering period in connection with the exchange offer. The subsequent offering
period will begin today at 9 a.m. EDT and will expire at midnight EDT on
Thursday, May 24. During the subsequent offering period, LSI Logic will accept
for exchange and exchange each share of C-Cube common stock that is validly
tendered for 0.79 of a share of LSI Logic common stock, which is the same
exchange ratio offered for shares of C-Cube common stock tendered in the initial
exchange offer, promptly after such C-Cube shares are tendered. Shares of C-Cube
common stock tendered during the subsequent offering period may not be
withdrawn.
"This strategic acquisition brings the combined strengths of two technology
leaders to the global consumer electronics marketplace," said Wilfred J.
Corrigan, LSI Logic's Chairman and CEO. "LSI Logic will now compete in worldwide
cable modem, cable set-top box, DVD and other major markets. In turn, C-Cube
will have access to LSI Logic technologies, engineering talent and global sales
channels. The net effect of this transaction is an enhanced competitive position
for LSI Logic in rapidly converging consumer and communications markets."
"We are excited about the opportunity to combine our complementary
engineering skill sets and consumer-market position into LSI Logic," said Umesh
Padval, C-Cube's President and CEO. "Our combined strengths will enable us to
provide a complete array of technologies for high-growth cable, satellite,
terrestrial and DSL set-top boxes, DVD as well as new, emerging markets such as
home media servers and residential gateways. All of the critical technologies
are now in place to capitalize on the rapidly growing market for the networked
digital home."
LSI Logic's consumer and communications market offerings include: satellite
digital set-top boxes, terrestrial digital set-top boxes and DSL. C-Cube is a
leading provider of silicon-based solutions
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for digital set-top box, DVD and emerging audio-video CODEC-based applications,
such as personal video recording (PVR), home media services, recordable DVD,
residential gateway and streaming video.
C-Cube's customers in its target markets include: Sony, Samsung, LG
Electronics, JVC, BBK, Motorola, Nokia, Pinnacle, Harmonic, Sagem, Matrox and
Pace. C-Cube, which reported $265 million in revenues in 2000, employs nearly
600 people worldwide.
Last month, the Federal Trade Commission granted early termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act with
respect to the exchange offer. LSI Logic's registration statement filed in
connection with the exchange offer was declared effective by the Securities and
Exchange Commission on April 26.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS: The statements made in this
news release include forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange
Act of 1934. LSI Logic's actual results in future periods may be materially
different from any performance suggested in this news release. In the context of
forward-looking information provided in this news release, reference is made to
the discussion of risk factors detailed in LSI Logic's filings as made from
time-to-time with the Securities and Exchange Commission ("SEC"), including but
not limited to filings made during the past 12 months.
ADDITIONAL INFORMATION AND WHERE TO FIND IT: Investors and security holders
are advised to read LSI Logic's registration statement on Form S-4 and the
tender offer statement on Schedule TO with respect to the exchange offer and
C-Cube's solicitation/recommendation statement on Schedule 14D-9, and any
amendments or supplements to these documents. These documents contain important
information about the exchange offer and the merger. Investors and security
holders are urged to read these documents carefully and may obtain free copies
of these documents through the website maintained by the SEC at
http://www.sec.gov. In addition to the registration statement on Form S-4, the
Schedule TO and the Schedule 14D-9, LSI Logic and C-Cube each file annual,
quarterly and special reports, proxy statements and other information with the
SEC. Investors and security holders may read and copy any reports, statements or
other information filed by LSI Logic or C-Cube at the SEC's public reference
room located at 450 Fifth Street, N.W., Washington, DC 20549 or at any of the
SEC's other public reference rooms in New York, New York or Chicago, Illinois.
Please call the SEC at 800-SEC-0330 for further information on the public
reference room.
ABOUT LSI LOGIC: LSI Logic is a leading designer and manufacturer of
communications and storage semiconductors for applications that access,
interconnect and store data, voice and video. In addition, the company supplies
storage network solutions for the enterprise. LSI Logic is headquartered at 1551
McCarthy Boulevard, Milpitas, CA 95035, 408-433-8000, http://www.lsilogic.com.
ABOUT C-CUBE: C-Cube is a worldwide leader in digital media processing and
is leading the way with new communication processors and networked consumer
products. With a focus on DVD, set-top boxes and CODEC enabled products, C-Cube
is driving the technology for the "networked digital home." C-Cube is
headquartered in Milpitas, California and has offices in North America, Europe
and Asia. For more information please visit C-Cube's web site at
http://www.c-cube.com. C-Cube, the C-Cube logo or registered trademarks are the
property of their respective owners.
Editor's Notes:
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1. All LSI Logic news releases (financial, acquisitions, manufacturing,
products, technology etc.) are issued exclusively by PR Newswire and are
immediately thereafter posted on the company's external website,
http://www.lsilogic.com.
2. The LSI Logic logo design is a registered trademark of LSI Logic
Corporation.
3. All other brand or product names may be trademarks or registered trademarks
of their respective companies.
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