CONFIDENTIAL
EXHIBIT 99
LATTICE SEMICONDUCTOR ACQUIRES
VANTIS CORPORATION FROM AMD
HILLSBORO, ORE./APRIL 21, 1999 -- Lattice Semiconductor Corporation (NASDAQ:
LSCC) and Advanced Micro Devices (NYSE: AMD) today announced a definitive
agreement pursuant to which Lattice Semiconductor will acquire Vantis
Corporation, a wholly owned subsidiary of AMD, for $500 million in cash.
The acquisition price includes the assumption of Vantis's net cash and cash
equivalents, which are expected to be approximately $60 million at closing.
The acquisition will be financed through a combination of cash on hand, bank
borrowings and other sources of financing. AMD and Lattice Semiconductor
will make a mutual 338(h)10 tax election that will allow acquisition-related
goodwill to be tax deductible for Lattice. Completion of this transaction is
subject to regulatory approval and other customary closing conditions.
Lattice anticipates completing the acquisition before the end of its second
fiscal quarter ending September 1999. The transaction will be accounted for as
a purchase. While the transaction will be initially dilutive to Lattice's
earning per share, Lattice expects it to be accretive to the Company's cash
earnings in calendar 2000. Upon completion of the transaction, Vantis
Corporation will be a wholly owned subsidiary of Lattice. Based on proforma
financial results for calendar 1998, the combined revenues of the two companies
would have been approximately $400 million.
"This is clearly a major strategic move for Lattice," stated Cyrus Y. Tsui,
Lattice president and chief executive officer. "With significantly expanded R&D
and sales organizations, we will now be able to increase new product development
efforts and deliver innovative, higher density programmable solutions to
customers sooner. As a result, we will become a stronger and more viable
competitor and offer a broader range of programmable devices."
Rich Previte, AMD president and Vantis chairman, said, "We are pleased that the
successful Vantis organization will now join a strong Lattice team. The
divestiture of Vantis strengthens our balance sheet and allows AMD to focus its
investment and resources on its core businesses, which consist of
microprocessors and other circuits that enhance the value of personal computers
as communications and information processing tools. AMD's best opportunities
for profitable growth lie in offering products that provide improved
connectivity, a superior visual computing platform, and better Internet access
from personal computers."
Tsui continued, "The acquisition merges two organizations with long and
distinguished histories of innovation. We will have a critical mass of talent,
products and resources that can more effectively meet the rapidly changing needs
of customers. Initially, the combination of our recently released BFW-TM-
products and Vantis's 3.3 volt MACH-Registered Trademark- products will offer
customers the broadest choice of high performance programmable devices. We are
anxious to utilize the deep technical talent pool and broad intellectual
property portfolio of the combined company to develop and deliver our next
generation products to our complimentary customer base."
"Lattice has demonstrated a consistent track record of innovation, competitive
success and strong financial performance. This combination provides an
opportunity to streamline our operations, increase our manufacturing volume, and
lower our overall cost structure. The addition of Vantis gives us a unique
opportunity to build a successful business by creating significant value for our
customers, and reward our shareholders and employees for a job well done," Tsui
concluded.
NOTE: Lattice Semiconductor will host a teleconference on Thursday, April 22 at
5:30 a.m. (PDT) to discuss the details
CONFIDENTIAL
of this transaction with securities analysts.
Morgan Stanley Dean Witter served as financial advisor to Lattice in this
transaction. Broadview Associates has provided a fairness opinion to Lattice,
and Morgan Stanley Dean Witter and Donaldson Lufkin & Jenrette served as
financial advisors to AMD.
Lattice Semiconductor Corporation designs, develops and markets high performance
programmable logic devices ("PLDs") and related development system software.
Lattice is the inventor and world's leading supplier of in-system programmable
("ISP-TM-") PLDs. PLDs are standard semiconductor components that can be
configured by the end customer as specific logic functions, enabling shorter
design cycle times and reduced development costs. Lattice products are sold
worldwide through an extensive network of independent sales representatives and
distributors, primarily to original equipment manufacturers ("OEMs") of
communications, computing, industrial controls and military systems. Lattice
was founded in 1983 and is based in Hillsboro, Oregon.
AMD is a global supplier of integrated circuits for the personal and networked
computer and communications markets. AMD produces processors, flash memories,
programmable logic devices, and products for communications and networking
applications. Founded in 1969 and based in Sunnyvale, California, AMD had
revenues of $2.5 billion in 1998.
Lattice headquarters are located at 5555 NE Moore Court, Hillsboro, Oregon 97124
USA; Telephone 503/268-8000; FAX 503/268-8037. For more information on Lattice
Semiconductor, access our World Wide Web site at http://www.latticesemi.com.
Additional information about Vantis Corporation is available at
http://www.vantis.com. AMD headquarters are located at One AMD Place, P.O.Box
3453, Sunnyvale, California 94088 USA; Telephone 408/732-2400; FAX 408/774-3311.
Additional information about AMD is available at http://www.amd.com.
Safe Harbor Notice
Statements in this news release looking forward in time are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Investors are cautioned that forward-looking statements
involve risks and uncertainties, including the effect of changing economic
conditions, the effect of overall semiconductor market conditions, product
demand and market acceptance risks, risks associated with dependencies on
silicon wafer suppliers, risks related to the Vantis acquisition (including
risks that the acquisition will not be consummated due to financing risks,
governmental approvals or other factors and the risks associated with
integrating Vantis's business with Lattice), the effect of increased leverage
by Lattice to finance the Vantis acquisition, the impact of competitive
products and pricing, technological and product development risks and other
risk factors detailed in the Company's Securities and Exchange Commission
filings. Actual results may differ materially from forward-looking
statements.
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Lattice Semiconductor, L (stylized) Lattice and isp, are either registered
trademarks or trademarks of Lattice Semiconductor Corporation in the United
States and/or other countries. AMD is a trademark of Advanced Micro Devices.
Vantis is a trademark of Vantis Corporation. MACH is a registered trademark of
Vantis Corporation. Other marks are the property of their respective holders.