Exhibit 99.2
Cirrus Logic To Acquire ShareWave, Inc.,
A Leading Provider of Wireless Home Networking Solutions
AUSTIN, Texas - July 19, 2001 Cirrus Logic Inc. (Nasdaq: CRUS), the premier
supplier of high-performance analog and DSP chip solutions for consumer
entertainment electronics, today announced that it has signed a definitive
agreement to acquire ShareWave, Inc., the pioneer in consumer-friendly wireless
home networking. ShareWave's Whitecap(TM) technology, which is based on IEEE
802.11 standards, is the industry's only wireless LAN (WLAN) solution capable of
seamlessly sharing high-quality audio and video entertainment throughout the
home. This acquisition significantly strengthens the connectivity segment of
Cirrus Logic's vision, which is to provide semiconductor solutions that allow
people to hear, see, connect and enjoy digital entertainment.
Cirrus Logic will pay an estimated $92 million for ShareWave in this
stock-for-stock transaction. The acquisition has been approved by the boards of
directors of both companies and is expected to close in August following
customary regulatory approvals. Based on Cirrus Logic's current forecasts, it is
anticipated to be accretive to pro forma EPS within three quarters following the
closing.
According to market research firm IDC, the number of networked homes
is expected to grow from 4.1 million in 2000 to 18.9 million in 2004, and the
number of networked devices will increase from 13.9 million to 106.8 million.
"This is another step in the realization of our vision by establishing
a strong home networking technology presence to complement our existing
leadership in audio technology," said David D. French, president and chief
executive officer of Cirrus Logic. "ShareWave's Whitecap technology is uniquely
designed to meet the specific needs of home networks, and is the first to
provide the quality of service demanded by consumers as they share high
fidelity, digital multimedia content. We believe there is a fast-growing market
opportunity for consumers to wirelessly connect many of the entertainment
devices in their home. ShareWave's technology already is shipping in
products from Panasonic and NETGEAR, and the company has strong relationships
with other major industry players such as Cisco in the consumer, set-top box and
networking equipment markets."
ShareWave, a privately held, fabless semiconductor company with 80
employees, will continue to operate as a Cirrus Logic division from its current
location in El Dorado Hills, Calif. The company boasts a number of industry
firsts and differentiators, based on its patented Whitecap technology. These
include: the first to wirelessly transmit high-fidelity multimedia such as MPEG-
2 video and CD-quality audio; the first to incorporate consumer ease-of-use
features such as Coordinator Redundancy; and the first to incorporate techniques
to avoid interference specific to the home, such as microwave ovens or cordless
phones. Interference immunity is done with ShareWave's innovative Channel
Agility and FEC (Forward Error Correction), which maximizes the quality of the
network connection without any intervention from the user.
Amar Ghori, ShareWave vice president, chief technology officer and a
co-founder, will become general manager of the ShareWave division, reporting to
David French. ShareWave's current president and chief executive officer E. Jock
Ochiltree will become a strategic advisor.
"This is a great match of vision, technologies, products and people,"
said Ochiltree. "We already share many of the same goals, and Cirrus Logic's
extensive relationships worldwide with consumer entertainment companies will
accelerate deployment of our wireless networking solutions."
"ShareWave offers the industry's only WLAN technology suited to true
consumer entertainment applications," said Ghori. "We are excited to align
these capabilities with the leading consumer entertainment electronics
semiconductor company in the industry."
ShareWave Technology Overview
ShareWave delivers the industry's only solution for seamlessly
transmitting high-fidelity multimedia content-including DVD-quality video and
CD-quality audio-wirelessly throughout the home. ShareWave's Whitecap technology
enables an exciting new range of consumer interaction with digital content.
Imagine, for example:
. Listening to MP3 audio files on a home stereo instead of PC speakers
. Watching DVD or DVR (Digital Video Recorder) videos on multiple TV sets
throughout the household, versus only the TV that's wired to the
player/set-top
. Enjoying new digital services, such as video-on-demand (VOD), from a
mobile pad that can be taken anywhere in the home
. Accessing a shared broadband Internet connection from the living room,
bedroom, or patio
. Doing all of these activities simultaneously, without one transmission
interfering with another
ShareWave's portfolio of standards-compliant technologies includes
wireless network controllers (ICs), Whitecap network protocols, and a broad
range of radio and system reference designs.
Whitecap technology is based on the IEEE 802.11 (Wi-Fi) standard, but
enhances this standard with industry leading features that support the unique
needs of consumers-including multimedia support, ease of use, and reliability.
Whitecap is the industry's first embodiment of core IEEE 802.11e technology, the
upcoming IEEE industry standard for multimedia-capable wireless LANs.
About Cirrus Logic
Cirrus Logic is the premier supplier of high-performance analog and DSP
chip solutions for consumer entertainment electronics that allow people to see,
hear, connect, and enjoy digital entertainment. Building on its global market
share leadership in audio integrated circuits and its rich mixed-signal patent
portfolio, the company targets mainstream audio, video and Internet
entertainment applications in the consumer entertainment market. Cirrus Logic
operates from headquarters in Austin, Texas and major sites located in Fremont,
California and Broomfield, Colorado, as well as offices in Europe, Japan and
Asia. More information about Cirrus Logic is available at www.cirrus.com
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http://www.cirrus.com.
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About ShareWave
ShareWave provides semiconductor technology for multimedia-capable
wireless home networks. The company is privately held with its headquarters in
El Dorado Hills, Calif. ShareWave has received funding from APV Technology
Partners, Cisco Systems, Intel Corporation, KLM Capital, Kyushu Matsushita
Electric Co., Ltd., Microsoft Corporation, Philips Electronics NV, SBC
Communications, Inc., SOFTBANK Technology Ventures, Vulcan Ventures, Inc., and
other public and private investors. ShareWave has announced alliances with
Cisco, NETGEAR and Panasonic. Fortune Small Business named ShareWave a "Hot
Company" in May 2001. For more information on ShareWave, visit the company's
web site at www.sharewave.com http://www.sharewave.com
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Except for historical information contained herein, the matters set forth in
this news release are forward-looking statements that are dependent on certain
risks and uncertainties including such factors, among others, as the ability of
the Company to successfully integrate ShareWave into its operations, the ability
of the Company to realize synergies anticipated as a result of the ShareWave
acquisition; overall conditions in the semiconductor market; the rate of
consumer electronics market adoption of new products; customer cancellations of
orders, or the failure to place orders consistent with forecasts; hardware or
software deficiencies; delays in customer qualification of key new products;
final determination of appropriate inventory write-downs based on the outlook at
the end of each quarter; actual operational spending; and the risk factors
listed in the company's Form 10-K for the year ended March 31, 2001, and in
other filings with the Securities and Exchange Commission. The foregoing
information concerning Cirrus Logic's business outlook represents our outlook as
of the date of this news release, and Cirrus Logic undertakes no obligation to
update or revise any forward-looking statements, whether as a result of new
developments or otherwise.
Cirrus Logic(R) is a registered trademark of Cirrus Logic, Inc.
Editor Note: Graphics and home environment photos depicting and displaying
ShareWave's technology can be found at
http://www.sharewave.com/Press/Photo_Library/photo_library.html#scenario.
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White papers outlining the company's Whitecap technology can also be found at
http://www.sharewave.com/Press/Press_Kit/press_kit.html.
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