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Avid
Technology, Inc. to Acquire Pinnacle Systems,
Inc.
Combination
to provide Avid with immediate presence
in consumer video and expand professional
broadcast offerings
Tewksbury,
MA March 21, 2005 Avid Technology,
Inc. and Pinnacle Systems, Inc. today
announced that Avid has entered into a
definitive agreement to acquire Pinnacle
in a cash and stock transaction. Under
the terms of the agreement, Pinnacle shareholders
will receive .0869 shares of Avid stock
and $1.00 in cash for each Pinnacle share.
At closing, it is expected that Avid will
issue approximately 6.2 million shares
and pay $71.3 million in cash, for a total
estimated value of $462 million based
on Avids stock price of $62.95 at
market close on Friday, March 18, 2005.
Upon completion of the transaction, the
6.2 million shares to be issued to Pinnacles
former shareholders will represent approximately
15% of Avids outstanding common
stock. The acquisition is subject to satisfying
a number of closing conditions, including
shareholder and regulatory approvals,
and is expected to close in the second
or third quarter of 2005.
The
purchase price represents a 30% premium
over Pinnacles closing stock price
of $4.97 on March 18, 2005. Assuming a
closing date of July 1, 2005, Avid expects
the transaction, excluding acquisition-related
charges, to be dilutive to its pro-forma
earnings per share in the third quarter
and accretive in the fourth quarter, resulting
in full-year 2005 pro forma earnings per
share of approximately $2.70 per diluted
share. In 2006, Avid expects the transaction
to be approximately 10 cents accretive,
resulting in pro forma earnings per share
of approximately $3.20 per diluted share.
After payment of the cash portion of the
purchase price, Avid expects its cash
position to be $280-$300 million at the
end of 2005.
Following
the closing, the parties expect that Pinnacles
award-winning professional products
such as the MediaStream broadcast playout
server and the Deko on-air graphics system
will enhance Avids end-to-end
broadcast production pipeline, which has
helped Avid become a global leader in
that industry. In addition, Pinnacles
consumer video business which to
date has shipped more than 10 million
units -will form the basis for a new consumer
video division at Avid, providing the
company with an immediate avenue into
that segment.
Avid
president and CEO David Krall said, We
see this acquisition as the next logical
step in our long-term strategy. Just as
our acquisition
of M-Audio in 2004 brought us into
the consumer audio business, by acquiring
Pinnacles consumer video business,
Avid will be able to tap into the next
generation of video editors while they
are still learning their craft. This creates
a very large potential customer base for
Avids future. At the same time,
we believe that Pinnacles professional
broadcast offerings will fit seamlessly
with Avids business, extending our
end-to-end broadcast solutions with servers
and on-air graphics products. We think
it would be hard to find a more complementary
match for these two businesses than what
this combination provides.
Krall
added: As a result of this transaction,
we expect to derive savings from a number
of sources, including reducing public
company expenses, combining infrastructure
functions where appropriate, and providing
our global sales teams with a broader
portfolio of product offerings. Over the
past five years, Avid has increased its
profitability and shareholder value by
growing our top line, expanding our gross
margins, and leveraging our talent and
technology across the entire company.
By working with the dedicated team at
Pinnacle, were confident that, together,
we can succeed with this same strategy
following the completion of the transaction.
Pinnacle
chairman and CEO Patti Hart said, We
believe that this transaction creates
significant value for our shareholders
and provides excellent opportunities for
continued growth for the combined company.
Avid has built a strong, well-deserved
reputation for efficient business management
while continuing to live up to its tradition
of technological innovation in the video
and audio industries. By bringing our
own award-winning products to the table
including Pinnacle Studio, Pinnacle
Liquid Edition, and our broad array of
broadcast systems were confident
that Pinnacle will strengthen and diversify
Avids business. Our customers can
also anticipate a richer set of offerings
within an organization that will be even
better positioned moving ahead. We see
this as the right move for Pinnacle, and
we look forward to joining the Avid family.
The
Boards of Directors of both Avid and Pinnacle
have approved the definitive agreement.
Avid will seek stockholder approval of
the transaction at its annual meeting,
and Pinnacle will hold a special meeting
of shareholders to consider approval of
the transaction. The dates of the shareholder
meetings will be announced following completion
of initial regulatory filings.
Conference
Call
Avid
and Pinnacle will hold a joint conference
call and simultaneous webcast to discuss
the transaction, including the estimated
impact on Avids future results.
The joint conference call will take place
on March 21 at 8:30 a.m., EST, and will
be open to the public. The conference
call can be accessed from any U.S. or
international location by dialing (913)
981-5558 and referencing confirmation
code 7229543. The call and subsequent
replay will also be available on the Avid
and Pinnacle Web sites. To listen to the
call or replay on Avids Web site,
go to the Investors page under the Company
menu at www.avid.com for complete details
10-15 minutes prior to the start of the
conference call. To listen to the call
or replay on Pinnacles Web site,
go to the Investor Relations page under
the About Us menu at www.pinnaclesys.com.
IMPORTANT
ADDITIONAL INFORMATION WILL BE FILED WITH
THE SEC
Avid
plans to file with the SEC a Registration
Statement on Form S-4 in connection with
the transaction and Avid and Pinnacle
plan to file with the SEC and mail to
their respective stockholders a Joint
Proxy Statement/Prospectus in connection
with the transaction. The Registration
Statement and the Joint Proxy Statement/Prospectus
will contain important information about
Avid, Pinnacle, the transaction and related
matters. Investors and security holders
are urged to read the Registration Statement
and the Joint Proxy Statement/Prospectus
carefully when they are available.
Investors
and security holders will be able to obtain
free copies of the Registration Statement
and the Joint Proxy Statement/Prospectus
(when available) and other documents filed
with the SEC by Avid and Pinnacle through
the web site maintained by the SEC at
www.sec.gov.
In
addition, investors and security holders
will be able to obtain free copies of
the Registration Statement and the Joint
Proxy Statement/Prospectus (when available)
and other documents filed with the SEC
from Avid by contacting Dean Ridlon, Investor
Relations Director for Avid at telephone
number 978.640.5309, or from Pinnacle
by contacting Deborah B. Demer of Demer
IR Counsel, Inc. at telephone number 925.938.2678,
extension 224.
Avid
and Pinnacle, and their respective directors
and executive officers, may be deemed
to be participants in the solicitation
of proxies in respect of the transactions
contemplated by the merger agreement.
Information regarding Avids directors
and executive officers is contained in
Avids Form 10-K for the year ended
December 31, 2004 and its proxy statement
dated April 16, 2004, which are filed
with the SEC and available free of charge
as indicated above. Information regarding
Pinnacles directors and executive
officers is contained in Pinnacles
Form 10-K for the year ended June 30,
2004 and its proxy statement dated September
30, 2004, which are filed with the SEC
and available free of charge as indicated
above. The interests of Avids and
Pinnacles r espective directors
and executive officers in the solicitations
with respect to the transactions in particular
will be more specifically set forth in
the Registration Statement and the Joint
Proxy Statement/Prospectus filed with
the SEC, which will be available free
of charge as indicated above.
About Avid Technology, Inc.
Avid
Technology, Inc. is the world leader in
digital nonlinear media creation, management
and distribution solutions, enabling film,
video, audio, animation, games and broadcast
professionals to work more efficiently,
productively and creatively. For more
information about the companys Oscar®,
Grammy®, and Emmy® award-winning
products and services, please visit: www.avid.com.
©
2005 Avid Technology, Inc. All rights
reserved. Product features, specifications,
system requirement and availability are
subject to change without notice. Avid,
Digidesign, Film Composer, Media Composer
and Pro Tools are either registered trademarks
or trademarks of Avid Technology, Inc.
in the United States and/or other countries.
iNEWS is a trademark of iNews, LLC. Avid
received an Oscar statuette representing
the 1998 Scientific and Technical Award
for the concept, design, and engineering
of the Avid Film Composer® system
for motion picture editing. Digidesign,
Avids audio division, received an
Oscar statuette representing the 2003
Scientific and Technical Award for the
design, development, and implementation
of its Pro Tools® digital audio workstation.
Oscar is a trademark and service mark
of the Academy of Motion Picture Arts
and Sciences. Emmy is a registered trademark
of ATAS/NATAS. Grammy is a trademark of
the National Academy of Recording Arts
and Sciences, Inc. All other trademarks
contained herein are the property of their
respective owners.
About Pinnacle Systems, Inc.
Pinnacle
Systems provides broadcasters and consumers
with cutting-edge digital media creation,
storage, and play-back solutions for use
at Home, in the Studio and on the Air.
Pinnacle Systems award winning digital
media solutions are in use around the
world for broadcast, video and audio editing,
DVD and CDR authoring and on the Internet.
A recognized industry leader, Pinnacle
Systems has received nine prestigious
Emmy® Awards for its technical innovations
and carries this commitment throughout
all of its product lines. For more information
about Pinnacle Systems products and services,
please visit: www.pinnaclesys.com.
Pinnacle Systems, MediaStream, Deko, Pinnacle
Studio, and Pinnacle Liquid Edition are
trademarks or registered trademarks of
Pinnacle Systems, Inc. or its subsidiaries
in the United States and other countries.
©
2005 Avid Technology, Inc. All rights
reserved. Avid, Digidesign, Film Composer,
and Pro Tools are either registered trademarks
or trademarks of Avid Technology, Inc.
in the United States and/or other countries.
Avid received an Oscar statuette representing
the 1998 Scientific and Technical Award
for the concept, design, and engineering
of the Avid® Film Composer® system
for motion picture editing. Digidesign,
Avids audio division, received an
Oscar statuette representing the 2003
Scientific and Technical Award for the
design, development, and implementation
of its Pro Tools® digital audio workstation.
Oscar is a trademark and service mark
of the Academy of Motion Picture Arts
and Sciences. Emmy is a registered trademark
of ATAS/NATAS. Grammy is a trademark of
the National Academy of Recording Arts
and Sciences, Inc. All other trademarks
contained herein are the property of their
respective owners.
Some
statements in this announcement may be
forward-looking statements
for the purposes of the Private Securities
Litigation Reform Act of 1995. These forward-looking
statements are subject to risks and uncertainties
that may cause actual results to differ
materially from those indicated in the
forward-looking statements, including
but not limited to: (i) the possibility
that the transaction will not close or
that the closing will be delayed due to
antitrust regulatory review or other factors,
(ii) the challenges and costs of assimilating
the operations and personnel of Pinnacle;
(iii) the ability to attract and retain
highly qualified employees; (iv) competitive
factors, including pricing pressures;
(v) reaction of customers of Pinnacle
and Avid and related risks of maintaining
pre-existing relationships of Pinnacle;
(vi) fluctuating currency exchange rates;
(vii) adverse changes in general economic
or market conditions, particularly in
the content-creation industry; and (viii)
other one-time events and other important
factors disclosed previously and from
time to time in Avids and Pinnacles
filings with the SEC and to be more specifically
set forth in the Joint Proxy Statement/Prospectus
to be filed by Avid and Pinnacle with
the SEC. Avid and Pinnacle disclaim any
obligation to update any forward-looking
statements after the date of this release.
[March
29, 2005]
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