Faroudja Inc – ‘8-K’ for 2/22/00 – EX-99

On:  Thursday, 3/2/00   ·   As of:  3/3/00   ·   For:  2/22/00   ·   Accession #:  912057-0-9561   ·   File #:  0-23107

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5     13K 
 2: EX-99       Miscellaneous Exhibit                                  2     12K 

EX-99   —   Miscellaneous Exhibit

EX-99
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Exhibit No. 99

SAGE, INC. TO ACQUIRE FAROUDJA, INC.

ACQUISITION BRINGS TOGETHER THE LEADING IMAGE PROCESSING AND VIDEO              
ENHANCEMENT TECHNOLOGIES FOR DIGITAL DISPLAYS                                   

SAN JOSE, Calif. and SUNNYVALE, Calif., Feb. 22 /PRNewswire/ -- Sage, Inc.      
(Nasdaq: SAGI - NEWS), a leading supplier of digital display processors, and    
Faroudja, Inc. (Nasdaq: FDJA - NEWS), a world leader in high performance video  
processing technologies, today announced that they have signed a definitive     
agreement for Faroudja to merge into a wholly owned subsidiary of Sage in a     
stock-for-stock transaction.                                                    

Each share of Faroudja will be converted into .285 shares of Sage common stock. 
The stockholders of Faroudja will receive approximately 3.9 million shares of   
Sage common stock, valued at approximately $155 million based on Sage's closing 
price on February 18, 2000. The merger is expected to be tax-free to Faroudja   
stockholders. The transaction has been unanimously approved by the boards of    
directors of both companies and is expected to close in the quarter ending June 
30, 2000, subject to approval by each company's shareholders. The transaction,  
which will be accounted for as a purchase, is expected to become accretive to   
Sage's cash earnings per share during calendar 2001.                            

"Sage is very excited to be working with Faroudja's talented team," said Chandra
Reddy, CEO of Sage. Mr. Reddy, who will lead the combined organization added,   
"Sage's leading position in display processing, combined with Faroudja's video  
enhancement expertise, well-respected brand and extensive patent portfolio      
presents many new opportunities. Together, we will provide the premier solutions
for today's display devices and be well positioned to provide a best-of-class   
imaging solution for a new generation of displays for PCs, TVs, and digital     
appliances. Combining the companies will enable us to accelerate the development
of new, high value-added IC products to address these and other emerging digital
video applications. The combined business will be significantly stronger in     
terms of technology, marketing, distribution and financial perspectives with a  
total market opportunity of hundreds of millions of units annually."            

"Sage and Faroudja have already worked closely together under our existing joint
licensing and development agreement and both sides are very pleased with the    
results to date," observed Glenn W. Marschel, Jr., President and CEO of         
Faroudja, who will be joining the Sage Board at the closing of the transaction. 
"We at Faroudja have spoken consistently of our strategy of developing and      
marketing high-performance chips for emerging display markets. Sage has proven  
to be the pacesetter in achieving rapid time-to-market for digital display      
processors, and we believe that together we can rapidly deliver a superset of   
imaging and video functionality in a single-chip design. Sage has already       
developed a strong distribution and customer support network for these chip     
products."                                                                      

Chandra Reddy commented further, "This is a highly strategic acquisition for    
Sage. We will continue to operate the Faroudja home theater and broadcast       
businesses as separate units in the same manner as our traditional systems      
business. However we plan to combine our semiconductor interests to form a      
single business group focused on providing a full range of breakthrough video   
solutions to the world's leading display manufacturers."                        

About Sage Inc.                                                                 

Sage Inc. is a leading supplier of digital display processing electronics. Sage 
delivers cost-efficient, ASIC and board-level, solutions that effectively take  
video from any source in any                                                    

EX-99
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format and process it for display on any screen at any resolution. Through      
increasing levels of integration in successive generations of its               
controllers, Sage is helping drive down system costs for display                
manufacturers, thereby accelerating the adoption of new display technologies    
by mainstream PC markets, such as digital desktop monitors, and by consumer     
electronics markets, such as flat TVs and micro displays for digital            
appliances.                                                                     

About Faroudja, Inc.                                                            

Faroudja is a world leader in high performance video processing technologies for
markets requiring superior image quality solutions. Faroudja provides innovative
products for the HDTV broadcast, home theater, digital television and PC/TV     
convergence markets. Faroudja's technologies are protected by more than 60      
patents. Faroudja has received numerous awards, including an Emmy award for     
Engineering Development and a Lifetime Achievement Emmy presented in June 1998  
to its founder, Yves Faroudja.                                                  

This press release contains forward-looking statements concerning the intentions
and expectations of Sage and Faroudja concerning the effects of the merger of   
the two companies. These intentions and expectations are subject to risks,      
uncertainties and other factors, many of which are outside their control. These 
factors include uncertainties in operating results, difficulties in integrating 
the two companies, delays in achieving developmental milestones, the impact of  
competitive products and pricing, changing display device standards, the failure
of the digital display market to develop and grow as expected, the impact of    
losses of key personnel and difficulties in hiring replacements under current   
tight labor market conditions, and other risks set forth under the caption "Risk
Factors" in the final registration statement relating to Sage's recent initial  
public offering dated November 11, 1999 and under the caption "Factors Affecting
Future Operating Results" in Faroudja's Annual Report on Form 10-K for the year 
ended December 31, 1998, in its quarterly reports on Form 10-Q for the quarters 
ended March 31, 1999, June 30, 1999, September 30, 1999 and other filings with  
the SEC.                                                                        

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		6/30/00		1
Filed as of:		3/3/00
Filed on:		3/2/00
For Period End:		2/22/00
		2/18/00		1
		11/11/99		2
		9/30/99		2					10-Q
		6/30/99		2					10-Q
		3/31/99		2					10-K405,  10-Q
		12/31/98		2					10-K405
									List all Filings