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EXHIBIT 99.1
CONTACTS: Alan Markow Steven Horwitz
Public Relations Investor Relations
(408) 490-8707 (408) 490-8561
C-CUBE ANNOUNCES AGREEMENT TO COMBINE DIVICOM
WITH HARMONIC
COMBINATION CREATES PREMIER PROVIDER OF OPEN-SYSTEMS SOLUTIONS FOR
DELIVERING VIDEO, VOICE AND DATA OVER BROADBAND NETWORKS
MILPITAS, CALIFORNIA - OCT. 27, 1999 - C-Cube Microsystems
(Nasdaq: CUBE) today announced that it has entered into a definitive
agreement to combine its wholly-owned DiviCom subsidiary with Harmonic
(Nasdaq: HLIT), and to spin off or sell its semiconductor business in
a taxable transaction prior to the closing of the transaction. DiviCom
is the leading provider of open solutions for digital television.
Under the terms of the agreement between C-Cube and Harmonic, the
Harmonic transaction will be structured as a tax-free exchange of
stock in which C-Cube shareholders will receive, in exchange for each
share of C-Cube stock, 0.5427 shares of Harmonic stock. Based upon
Harmonic's closing price of $64.875 on October 26, 1999, the value of
the Harmonic combination would be approximately $1.7 billion. In
addition, the C-Cube shareholders will receive spun off shares of the
semiconductor business or net, after-tax proceeds of any sale of the
semiconductor business.
As a condition to the closing of the Harmonic transaction, C-Cube will
spin out its semiconductor division.
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C-CUBE ANNOUNCES AGREEMENT TO COMBINE DIVICOM WITH HARMONIC
"The combination of DiviCom and Harmonic creates a powerful broadband
networking company that is the premier provider of open solutions for
voice, video and data infrastructure," said Alexandre Balkanski,
C-Cube's Chief Executive Officer. "The spin off launches a
semiconductor pure play that is number one and strengthening in
digital video. (*)
"C-Cube shareholders will gain a significant stake in Harmonic/DiviCom
in addition to their continued ownership in our thriving semiconductor
business," Balkanski said.
"C-Cube Semiconductor has made excellent gains over the past year,
and leads the world in the digital video marketplace," said Umesh
Padval, President-C-Cube Semiconductor. "We foresee accelerating
opportunities in our growth platforms of DVDs, Set-top Boxes and
Codecs." (*)
The merger is subject to the approval of the stockholders of each
company, customary closing conditions, including applicable regulatory
clearances, and the spin-off or sale of the semiconductor business.
The closing is anticipated to take place during Q1 2000.
ABOUT DIVICOM
DiviCom, Inc. is a leading provider of open solutions for digital
television. Products include audio/video encoding, data broadcast
solutions, network management systems, consulting and integration
services. Based on the MPEG-2, DVB and ATSC international standards,
DiviCom products enable digital video broadcasting over a variety of
networks including satellite, wireless, telco and cable. DiviCom is a
wholly-owned subsidiary of C-Cube Microsystems Inc. (Nasdaq: CUBE),
and is based in Milpitas, Calif. DiviCom can be reached at
(1.408.490.6700 or www.divi.com).
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C-CUBE ANNOUNCES AGREEMENT TO COMBINE DIVICOM WITH HARMONIC
ABOUT HARMONIC
Harmonic designs, manufactures and markets digital and fiber optic
systems that deliver video, voice and data over cable, satellite,
telco and wireless networks. These advanced solutions enable cable
television and other network operators to provide a range of
interactive broadband services that include high-speed Internet
access, telephony and video-on-demand.
Harmonic is headquartered in Sunnyvale, Calif., where it also operates
an R&D center and a manufacturing facility, and has a sales and
support center in the U.K. The company also operates its Harmonic Data
Systems subsidiary and an R&D center in Israel. In addition, the
company maintains several sales and support centers worldwide.
Harmonic is ISO 9001-certified and its stock is traded on the Nasdaq
stock market under the symbol "HLIT." For more information, check the
company's website at www.harmonicinc.com.
ABOUT C-CUBE
C-Cube Microsystems Inc. is the industry leader in the development and
delivery of highly integrated digital video silicon and systems
solutions. C-Cube's Semiconductor Division delivers highly integrated
digital video silicon and systems solutions for the communications and
consumer electronics markets, including digital set-top boxes, VCD,
and DVD. C-Cube's DiviCom Division is a leader in the deployment of
digital video networks. C-Cube is headquartered in Milpitas,
California with offices in North America, Europe, and Asia. Its stock
is traded on the Nasdaq under the symbol CUBE. C-Cube can be reached
at +1.408.490.8000 or at http://www.c-cube.com. C-Cube's DiviCom
Division is based in Milpitas, Calif. and can be reached at
+1.408.944.6700 or at http://www.divi.com.
- - This press release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Actual
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CUBE ANNOUNCES AGREEMENT TO COMBINE DIVICOM WITH HARMONIC
results could differ materially from those projected in the forward-looking
statements as a result of the risk factors set forth in the Company's Forms 10-K
and 10-Q reports. The Company has attempted to identify forward-looking
statements in this press release by placing an asterisk(*) following each
sentence containing such statements.
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C-Cube and the C-Cube logo are registered trademarks of C-Cube Microsystems,
Inc. DiviCom is a registered trademark of DiviCom, Inc.