Holy Crap, this sounds bad. I like Nvidia- but this is scary.
NVIDIA To acquire 3dfx core graphics assets
SANTA CLARA, CA - DECEMBER 15, 2000 - NVIDIA® Corporation (Nasdaq: NVDA)
today announced that it has signed a definitive agreement to acquire certain
graphics related assets of 3dfx Interactive (Nasdaq: TDFX), a pioneer and a
recognized leader in graphics technology. These graphics related assets
include, but are not limited to, patents, pending patent applications,
trademarks, brand names, and chip inventory related to the graphics business
of 3dfx. In addition, 3dfx and NVIDIA have agreed to stay the patent
infringement litigation between them through the closing of the transaction,
at which time it will be jointly dismissed with prejudice.
Under the terms of the agreement, NVIDIA will pay to 3dfx a total
consideration of $70 million in cash and 1 million shares of common stock.
The asset acquisition has been approved by the board of directors of each
company and is subject to 3dfx shareholder approval, the satisfaction of
regulatory requirements and other customary closing conditions. This
acquisition will be accounted for as a purchase and is expected to be
complete in the first quarter of NVIDIA's fiscal year 2002.
Founded in 1994, 3dfx was an early pioneer in the 3D graphics industry and
has been recognized for its ability to bring some of the world's finest
games, educational content, interactive entertainment and media-rich
business applications to life
About NVIDIA
NVIDIA Corporation (Nasdaq: NVDA), based in Santa Clara, California., is the
global leader in advanced graphics and multimedia processing technology for
the consumer and professional computing markets. Its 2D, 3D, video and
multimedia capabilities make NVIDIA one of the premier semiconductor
companies in the world. NVIDIA offers a wide range of products and services,
delivering superior performance and crisp visual quality for PC-based
applications such as manufacturing, science, e-business, entertainment, and
education.
This news release contains forward-looking statements that involve risks and
uncertainties that could cause actual results or outcomes to differ
materially from those contemplated by the forward-looking statements.
Factors that could cause or contribute to such differences include, but are
not limited to, risks relating to the completion of the contemplated
transaction, including the risk that required regulatory clearances or
shareholder approval might not be obtained in a timely manner or at all. In
addition, statements in this press release relating to the expected benefits
of the contemplated transaction are subject to risks relating to the timing
and successful completion of technology and product development efforts,
integration of the technologies and assets of NVIDIA Corporation and 3dfx
Interactive, unanticipated expenditures, changing relationships with
customers, suppliers and strategic partners and other factors described in
the most recent Form 10-Q, most recent Form 10-K and other periodic reports
filed by NVIDIA and 3dfx, with the Securities and Exchange Commission.
Additional Information and Where to find It
NVIDIA plans to file a Registration Statement on SEC Form S-4 in connection
with the transaction, and NVIDIA and 3dfx expects to mail a Proxy
Statement/Prospectus to shareholders of 3dfx containing information about
the transaction. Investors and security holders are urged to read the
Registration Statement and the Proxy Statement/Prospectus carefully when
they are available. The Registration Statement and the Proxy
Statement/Prospectus will contain important information about NVIDIA, 3dfx,
the transaction and related matters. Investors and security holders will be
able to obtain free copies of these documents through the website maintained
by the U.S. Securities and Exchange Commission at
http://www.sec.gov. Free
copies of the Proxy Statement/Prospectus and these other documents may also
be obtained from NVIDIA by directing a request through the Investors
Relations portion of NVIDIA's website at
http://www.nvidia.com or by mail to
NVIDIA, 3535 Monroe Street, Santa Clara, CA 95051, attention: Investor
Relations, telephone: (408) 615-2500.
In addition to the Registration Statement and the Proxy
Statement/Prospectus, NVIDIA and 3dfx file annual, quarterly and special
reports, proxy statements and other information with the Securities and
Exchange Commission. You may read and copy any reports, statements or other
information filed by NVIDIA or 3dfx at the SEC public reference rooms at 450
Fifth Street, N.W., Washington, D.C. 20549 or at any of the Commission's
other public reference rooms in New York, New York and Chicago, Illinois.
Please call the Commission at 1-800-SEC-0330 for further information on the
public reference rooms. NVIDIA's and 3dfx's filings with the Commission are
also available to the public from commercial document-retrieval services and
at the website maintained by the Commission at
http://www.sec.gov.
The directors and executive officers of NVIDIA and 3dfx have interests in
the transaction, some of which may differ from, or may be in addition to,
those of 3dfx's shareholders generally. A description of the interests that
NVIDIA's and 3dfx's directors and executive officers have in the transaction
will be available in the Proxy Statement/Prospectus. 3dfx will be and
certain of its directors, executive officers and other members of 3dfx's
management and employees may be soliciting proxies from 3dfx shareholders in
favor of the transaction. The directors and officers of NVIDIA may be
deemed to be participants in 3dfx's solicitation of proxies. Information
concerning the participants will be set forth in the Proxy
Statement/Prospectus when its filed with the Securities and Exchange
Commission.
# # #
Registered trademark NVIDIA® Corporation, 2000. All company and/or product
names are trademarks and/or registered trademarks of their respective
manufacturers. Features, pricing, availability and specifications are
subject to change without notice.
Note to editors: If you are interested in viewing additional information on
NVIDIA, please visit the NVIDIA Web page at <
http://www.nvidia.com/News.nsf>
on NVIDIA's corporate information pages.
Brian Burke
Senior PR Manager
NVIDIA Corp.
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