IRVINE, Calif., July 13 /PRNewswire-FirstCall/ — Broadcom Corporation (Nasdaq: BRCM), a global leader in semiconductors for wired and wireless communications, today announced its subsidiary, Broadcom International Ltd. (“Broadcom”), has declared the Offer for Innovision Research & Technology PLC, (a company listed on the Alternative Investment Market of the London Stock Exchange: INN) wholly unconditional as all of the Conditions to the Offer have been satisfied or waived. The Offer will remain open until further notice and at least 14 days notice will be given if Broadcom decides to close the Offer.
Level of acceptances
As at 3.30 p.m. (London time) on July 12, 2010, Broadcom had received valid acceptances of the Offer in respect of a total of 71,936,369 Innovision Shares, representing approximately 78.57 percent of the existing issued share capital of Innovision. These acceptances include acceptances of the Offer by (a) all of the Innovision Directors (pursuant to the irrevocable undertakings given by them as described in the Offer Document) in respect of, in aggregate, 274,317 Innovision Shares, representing approximately 0.3 percent of the existing issued share capital of Innovision (b) certain of the Innovision Shareholders (pursuant to the irrevocable undertakings given by them as described in the Offer Document) in respect of, in aggregate, 27,615,897 Innovision Shares, representing approximately 30.16 percent of the existing issued share capital of Innovision and (c) certain of the Innovision Shareholders (pursuant to the letters of intent given by them as described in the Offer Document) in respect of, in aggregate, 12,025,175 Innovision Shares, representing approximately 13.14 percent of the existing issued share capital of Innovision. Broadcom holds direct interest in 9,640,611 Innovision shares representing approximately 10.53 percent of the existing issued share capital of Innovision.
The total number of Innovision shares Broadcom may count toward the satisfaction of its acceptance condition is 71,936,369 Innovision shares representing approximately 78.57 percent of the existing issued share capital of Innovision.
Delisting and re-registration
Following receipt of sufficient acceptances (i.e. 75 percent), Broadcom intends to procure that Innovision will apply for the cancellation of the admission to trading of Innovision Shares on AIM.
A notice period of not less than 20 business days prior to delisting from AIM will commence as soon as Broadcom has received sufficient acceptances to procure the delisting of the Innovision Shares. Delisting is likely to reduce significantly the liquidity and marketability of any Innovision Shares in respect of which the Offer has not been accepted.
It is also proposed that, after Innovision Shares are delisted, Innovision will be re-registered as a private limited company.
Broadcom intends, assuming it becomes so entitled (by receiving 90 percent acceptances), to acquire compulsorily any outstanding Innovision shares pursuant to the provisions of the Companies Act.
The consideration to which any Innovision Shareholder is entitled under the Offer will be settled (i) in the case of complete acceptances received on or before the date of this announcement, on or before July 27, 2010; and (ii) in the case of complete acceptances received after the date of this announcement but while the Offer remains open for acceptance, within 14 days of such receipt, in each case in the manner described in the Offer Document.
Acceptance of the Offer
Innovision Shareholders who have not yet accepted, and wish to accept, the Offer should take action to accept the Offer as soon as possible. Details of the procedure for doing so are set forth in the Offer Document (including, in the case of certificated Innovision Shares, the Form of Acceptance) sent to Innovision Shareholders on June 18, 2010.
Further information about the Offer, including the Offer Document, is available at
Other than as expressly set out in this announcement, capitalized terms used in this announcement shall have the meaning given to them in the Offer Document published by Broadcom on June 18, 2010.
This announcement does not constitute, and must not be construed as, an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to purchase or subscribe for any securities, pursuant to the Offer or otherwise. The Offer is being made pursuant to the Offer Document and accompanying documentation. Innovision Shareholders who accept the Offer may only rely on the Offer Document and accompanying documentation for all the terms and conditions of the Offer.
Broadcom Corporation is a major technology innovator and global leader in semiconductors for wired and wireless communications. Broadcom products enable the delivery of voice, video, data and multimedia to and throughout the home, the office and the mobile environment. We provide the industry’s broadest portfolio of state-of-the-art system-on-a-chip and software solutions to manufacturers of computing and networking equipment, digital entertainment and broadband access products, and mobile devices. These solutions support our core mission: Connecting everything®.
Broadcom, one of the world’s largest fabless communications semiconductor companies, with 2009 revenue of $4.49 billion, and holds more than 4,050 U.S. and 1,650 foreign patents, and has more than 7,900 additional pending patent applications, and one of the broadest intellectual property portfolios addressing both wired and wireless transmission of voice, video, data and multimedia.
A FORTUNE 500® company, Broadcom is headquartered in Irvine, Calif., and has offices and research facilities in North America, Asia and Europe. Broadcom may be contacted at +1.949.926.5000 or at www.broadcom.com.
The Offer is not being made, directly or indirectly, in or into the United States or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile or other electronic transmission, telex or telephone) of inter-state or foreign commerce of, or any facility of, a national, state or other securities exchange of, the United States, nor will it be made directly or indirectly in or into Canada, Australia or Japan and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within the United States, Canada, Australia or Japan or any other such jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. Accordingly, copies of this announcement are not being, will not be and must not be mailed or otherwise forwarded, distributed or sent in, into or from the United States, Canada, Australia or Japan or any other such jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction and persons receiving this announcement (including without limitation custodians, nominees and trustees) must not mail, forward, distribute or send it in, into or from the United States, Canada, Australia or Japan or any other such jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction.
Cautions regarding Forward-Looking Statements:
All statements included or incorporated by reference in this release, 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 and business, management’s beliefs, and certain assumptions made by us, all of which are subject to change. Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” similar expressions, and variations or negatives of these words. Examples of such forward-looking statements include, but are not limited to, the length of time the offer will remain open. These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause our actual results to differ materially and adversely from those expressed in any forward-looking statement.
Important factors that may cause such a difference for Broadcom in connection with the acquisition of Innovision include, but are not limited to the risk factors that can be found at http://www.broadcom.com/press/additional_risk_factors/Q22010.php.
Our Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other Securities and Exchange Commission filings discuss the foregoing risks as well as other important risk factors that could contribute to such differences or otherwise affect our business, results of operations and financial condition. The forward-looking statements in this release speak only as of this date. We undertake no obligation to revise or update publicly any forward-looking statement, except as required by law.
Broadcom®, the pulse logo, Connecting everything®, and the Connecting everything logo are among the trademarks of Broadcom Corporation and/or its affiliates in the United States, certain other countries and/or the EU. Any other trademarks or trade names mentioned are the property of their respective owners.