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Broadcom Announces Intent to Acquire SC Square Ltd.
May 08, 2011 (04:05 PM EDT)
IRVINE, Calif., May 8, 2011 /PRNewswire/ -- Broadcom Corporation (Nasdaq: BRCM), a global innovation leader in semiconductors for wired and wireless communications, today announced that it has signed a definitive agreement to acquire SC Square Ltd., a leading security software developer based in Israel.
With SC Square Ltd., Broadcom is acquiring an expert team of engineers focused on security, which is an essential ingredient across Broadcom platforms. This acquisition is part of Broadcom's strategy to acquire innovative technologies and high quality teams with a solid track record of execution.
In connection with the acquisition, Broadcom expects to pay approximately $41.9 million, net of cash assumed, to acquire all of the outstanding shares of capital stock and other equity rights of SC Square Ltd. The purchase price will be paid in cash, with a portion of the consideration placed into escrow pursuant to the terms of the acquisition agreement. Excluding any purchase accounting related adjustments and fair value measurements, Broadcom expects the acquisition of SC Square Ltd. to be dilutive to earnings for the remainder of 2011 by approximately $0.01. The boards of directors of the two companies have approved the acquisition. The transaction remains subject to the satisfaction of closing conditions and is expected to close in Broadcom's second quarter, ending June 30, 2011.
Broadcom Corporation is a prominent 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 embedded 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 2010 revenue of $6.82 billion, holds more than 5,100 U.S. and 2,200 foreign patents, and has more than 7,700 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 was recognized in FORTUNE's 2011 "World's Most Admired Companies" survey as the innovation leader in the semiconductor category. 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.
Safe Harbor Statement of Broadcom Corporation under the Private Securities Litigation Act of 1995:
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 impact of the acquisition on Broadcom's earnings per share, the expected purchase price and the expected completion and timing of the transaction. 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 risk factors that may cause such a difference for Broadcom in connection with the acquisition of SC Square Ltd. include, but are not limited to: the ability of the parties to successfully consummate the transactions contemplated by the share purchase agreement and related transaction documents, unexpected variations in market growth and demand for secure operating systems and related technologies, 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, and charges resulting from purchase accounting adjustments or fair value measurements.
Our Annual Report on Form 10-K for the year ended December 31, 2010, 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 to reflect future events or circumstances.
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. Any other trademarks or trade names mentioned are the property of their respective owners.
SOURCE Broadcom Corporation; BRCM Corporate