Broadcom Completes Acquisition of Pivotal Technologies Corp - Company Business and Marketing

Cambridge Telcom Report, June 5, 2000

Broadcom Corporation (Nasdaq: BRCM), the leading provider of integrated circuits enabling high-speed broadband communications to and throughout the home and business, Wednesday announced that it has completed the acquisition of Pivotal Technologies Corp.

Pivotal Technologies is a fabless semiconductor company developing and marketing high-performance communications links for both wired and wireless environments. Pivotal has developed both single and dual link Digital Visual Interface (DVI) transmitters and receivers, as well as proprietary and scalable radio frequency (RF) CMOS solutions for the wireless communications marketplace.

In connection with the acquisition, Broadcom issued an aggregate of 1,895,823 shares of its Class B Common Stock in exchange for all outstanding shares of Pivotal Preferred and Common Stock and reserved 43,419 additional shares of Class B Common Stock for issuance upon exercise of outstanding employee stock options of Pivotal. The share issuances were exempt from registration pursuant to section 3(a)(10) of the Securities Act of 1933, as amended. Portions of the shares issued will be held in escrow pursuant to the terms of the acquisition agreement, as well as various employee share repurchase agreements.

The merger transaction will be accounted for as a pooling of interests. Broadcom's financial reports for the second fiscal quarter of 2000 (ending June 30) and prior periods will reflect the effect of the acquisition. The company expects to record a one-time charge in the second quarter to cover related expenses.

Shares of Broadcom's Class B Common Stock are identical to Broadcom Class A Common Stock except for certain voting rights, may be converted into Class A Common Stock at any time at the holder's option, and are automatically converted into Class A Common Stock upon sale and most other transfers. Broadcom's Class A Common Stock is traded on the Nasdaq National Market; the Class B Common Stock is not publicly traded.

Broadcom Corporation is the leading provider of highly integrated silicon solutions that enable broadband digital transmission of voice, video and data to and throughout the home and within the business enterprise. Using proprietary technologies and advanced design methodologies, the company designs, develops and supplies integrated circuits for a number of the most significant broadband communications markets, including the markets for cable set-top boxes, cable modems, high-speed office networks, home networking, Voice over Internet Protocol (VoIP), residential broadband gateways, direct broadcast satellite and terrestrial digital broadcast, and digital subscriber line (xDSL). Broadcom is headquartered in Irvine, Calif., and may be contacted at 949-450-8700 or at www.broadcom.com.