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NVIDIA Corporation today announced that it has signed a definitive agreement to acquire certain graphics related assets of 3dfx Interactive.
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NVIDIA To Acquire 3dfx Core Graphics Assets
-NVIDIA
Corporation (Nasdaq:NVDA) today announced that it has signed a definitive
agreement to acquire certain graphics related assets of 3dfx Interactive
(Nasdaq:TDFX), a pioneer and a recognized leader in graphics technology. These
graphics related assets include, but are not limited to, patents, pending patent
applications, trademarks, brand names, and chip inventory related to the
graphics business of 3dfx. In addition, 3dfx and NVIDIA have agreed to stay the
patent infringement litigation between them through the closing of the
transaction, at which time it will be jointly dismissed with
prejudice.
Under the terms of the agreement, NVIDIA
will pay to 3dfx a total consideration of $70 million in cash and 1 million
shares of common stock. The asset acquisition has been approved by the board of
directors of each company and is subject to 3dfx shareholder approval, the
satisfaction of regulatory requirements and other customary closing conditions.
This acquisition will be accounted for as a purchase and is expected to be
complete in the first quarter of NVIDIA's fiscal year
2002.
Founded in 1994, 3dfx was an early pioneer in
the 3D graphics industry and has been recognized for its ability to bring some
of the world's finest games, educational content, interactive entertainment and
media-rich business applications to life. A live webcast (listen-only mode) of
the conference call will be available at https://www.nvidia.com/company/investorrelations;
at https://www.streetevents.com; and at
https://www.bestcalls.com. you must have a
compatible media player installed on your computer in order to listen to the
webcast. you may download a media player for free at the sites listed
above.
about
nvidia
nvidia corporation (nasdaq:nvda), based in
santa clara, california., is the global leader in advanced graphics and
multimedia processing technology for the consumer and professional computing
markets. its 2d, 3d, video and multimedia capabilities make nvidia one of the
premier semiconductor companies in the world. nvidia offers a wide range of
products and services, delivering superior performance and crisp visual quality
for pc-based applications such as manufacturing, science, e-business,
entertainment, and education.
this news release
contains forward-looking statements that involve risks and uncertainties that
could cause actual results or outcomes to differ materially from those
contemplated by the forward-looking statements. factors that could cause or
contribute to such differences include, but are not limited to, risks relating
to the completion of the contemplated transaction, including the risk that
required regulatory clearances or shareholder approval might not be obtained in
a timely manner or at all. in addition, statements in this press release
relating to the expected benefits of the contemplated transaction are subject to
risks relating to the timing and successful completion of technology and product
development efforts, integration of the technologies and assets of nvidia
corporation and 3dfx interactive, unanticipated expenditures, changing
relationships with customers, suppliers and strategic partners and other factors
described in the most recent form 10-q, most recent form 10-k and other periodic
reports filed by nvidia and 3dfx, with the securities and exchange
commission.
additional information and where to
find it
nvidia plans to file a registration
statement on sec form s-4 in connection with the transaction, and nvidia and
3dfx expects to mail a proxy statement/prospectus to shareholders of 3dfx
containing information about the transaction. investors and security holders are
urged to read the registration statement and the proxy statement/prospectus
carefully when they are available. the registration statement and the proxy
statement/prospectus will contain important information about nvidia, 3dfx, the
transaction and related matters. investors and security holders will be able to
obtain free copies of these documents through the website maintained by the u.s.
securities and exchange commission at https://www.sec.gov. free copies of the proxy
statement/prospectus and these other documents may also be obtained from nvidia
by directing a request through the investors relations portion of nvidia's
website at https://www.nvidia.com or by mail
to nvidia, 3535 monroe street, santa clara, ca 95051, attention: investor
relations, telephone: (408) 615-2500.
in addition to
the registration statement and the proxy statement/prospectus, nvidia and 3dfx
file annual, quarterly and special reports, proxy statements and other
information with the securities and exchange commission. you may read and copy
any reports, statements or other information filed by nvidia or 3dfx at the sec
public reference rooms at 450 fifth street, n.w., washington, d.c. 20549 or at
any of the commission's other public reference rooms in New York, New York and
Chicago, Illinois. Please call the Commission at 1-800-SEC-0330 for further
information on the public reference rooms. NVIDIA's and 3dfx's filings with the
Commission are also available to the public from commercial document-retrieval
services and at the website maintained by the Commission at https://www.sec.gov.
the
directors and executive officers of nvidia and 3dfx have interests in the
transaction, some of which may differ from, or may be in addition to, those of
3dfx's shareholders generally. A description of the interests that NVIDIA's and
3dfx's directors and executive officers have in the transaction will be
available in the Proxy Statement/Prospectus. 3dfx will be and certain of its
directors, executive officers and other members of 3dfx's management and
employees may be soliciting proxies from 3dfx shareholders in favor of the
transaction. The directors and officers of NVIDIA may be deemed to be
participants in 3dfx's solicitation of proxies. Information concerning the
participants will be set forth in the Proxy Statement/Prospectus when its filed
with the Securities and Exchange
Commission.
Contents of Article: Nvidia
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