Tender-Offer Statement -- Third-Party Tender Offer · Schedule 14D-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 14D1 Tender-Offer Statement -- Third-Party Tender Offer 5 28K
2: EX-99.(A)(1) Offer to Purchase, Dated May 15, 1998 30 187K
3: EX-99.(A)(2) Letter of Transmittal 11 60K
4: EX-99.(A)(3) Letter From Mackenzie Partners to Broker Dealers 2 18K
5: EX-99.(A)(4) Letter to Clients From Brokers, Dealers 3 17K
6: EX-99.(A)(5) Notice of Guaranteed Delivery 2 15K
7: EX-99.(A)(6) Guidelines for Taxpayer Identification Number 4± 18K
8: EX-99.(A)(7) Form of Summary Announcement 4± 23K
9: EX-99.(A)(8) Press Release, as Issued by Parent on May 11, 3 24K
1998
10: EX-99.(C)(1) Agreement and Plan of Merger Dated May 11, 1998 48 211K
11: EX-99.(C)(2) Mutual Nondisclosure Agreement Dated April 8, 3 15K
1998
EX-99.(A)(8) · Press Release, as Issued by Parent on May 11, 1998
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Exhibit (a)(8)
DIAMOND MULTIMEDIA
FOR IMMEDIATE RELEASE
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Contacts:
Ken Wirt, Vice President, Corporate Marketing Jim Walker, Sr VP & Chief Financial Officer
Diamond Multimedia Systems, Inc. Diamond Multimedia Systems, Inc.
Voice: (408) 324-7376 Voice: (408) 325-7333
Fax: (408) 325-7827 Fax: (408) 325-7956
kenw@diamondmm.com jimw@diamondmm.com
DIAMOND MULTIMEDIA TO ACQUIRE MICRONICS/ORCHID
Combination Provides Diamond Entry into Multimedia Systems Board Business
and Consolidates Voodoo2 Business
SAN JOSE, Calif.--May 11, 1998--Diamond Multimedia Systems, Inc. (NASDAQ:DIMD),
a leader in interactive multimedia acceleration, and Micronics Computers, Inc.
(NASDAQ:MCRN) announced today that the two firms have entered into a definitive
agreement for Diamond to acquire Micronics at a price of $2.45 per share in
cash, or approximately $31.6 million.
Diamond Multimedia expects to initiate a cash tender offer within five business
days and intends to complete the transaction in June 1998, subject to regulatory
approval and other customary conditions. The offer has been approved by the
Boards of Directors of both Micronics and Diamond Multimedia. The acquisition of
Micronics will enable Diamond's entry into the multimedia systems board business
and support the consolidation of Voodoo2-based computer gaming boards.
Multimedia Systems Boards
As multimedia peripherals become an increasingly important factor in the design
and sales of personal computer systems, and as the personal computer converges
with low-cost digital appliances, Diamond Multimedia anticipates an expanding
market for integrated systems boards that combine the attributes of both
low-cost and multimedia capabilities. Diamond's acquisition of Micronics
therefore comprises two strategic initiatives: first, Diamond intends to
leverage Micronics' existing motherboard business through Diamond's worldwide
procurement, sales and customer support infrastructure, including the sale of
Micronics' Twister LX, Redstone and Helios motherboards which support the
Pentium II, up to dual 400 MHz processors, the accelerated graphics port (AGP)
and front side bus speeds up to 100 MHz. Second, Diamond intends to combine
Micronics' motherboard expertise and highly-qualified engineering team with
Diamond's multimedia and communications expertise to develop integrated
multimedia systems boards for the sub-$1,000 PC market and the emerging set-top,
media center and Internet appliance market.
PC Gaming Market
The PC gaming market has experienced rapid growth over the past year. Diamond
has been the leader in supplying PC gaming boards with its award-winning Monster
Sound and, in graphics, its Monster 3D and Monster 3D II products based on the
Voodoo Graphics and Voodoo2 chipsets, respectively, from 3Dfx Interactive
(NASDAQ:TDFX - news). Micronics/Orchid is also a supplier of Voodoo Graphics and
Voodoo2-based PC gaming boards. Diamond Multimedia intends to continue the
Orchid Righteous
3D brand in the computer gaming market and to coordinate the marketing of the
Righteous 3D and Monster 3D brands to their respective target markets worldwide.
"The acquisition of Micronics provides Diamond with an entry into the market
for multimedia systems boards," said Bill Schroeder, president and CEO of
Diamond Multimedia. "The addition of the systems board business coupled with
the consolidation of the PC gaming business provides strong synergy between
Diamond and Micronics."
"Diamond's worldwide procurement, channel penetration and brand strength, plus
the addition of Diamond's multimedia and communications capabilities to
Micronics' traditional motherboard design strengths, make this a great fit,"
said Charles Hart, president and CEO of Micronics.
Financial Considerations
Diamond Multimedia intends to finance the acquisition of Micronics with
existing cash and the approximately $20 million in cash currently held by
Micronics. Diamond Multimedia expects to commence a tender offer promptly at
$2.45 per share for all outstanding shares of Micronics. The offer is also
subject to the condition that at least fifty-one percent (51%) of the shares
are tendered. If the tender offer is successful, it will be followed as
promptly as possible by a merger in which any remaining shares of Micronics
stock will be converted into the right to receive $2.45 per share in cash.
"Diamond expects to take a one-time charge during the second quarter in
connection with the acquisition of Micronics," said Jim Walker, senior vice
president and CFO of Diamond Multimedia. "We anticipate this charge will be
comprised of both expensed in-process R&D and the costs associated with the
integration of the two businesses. However, on an ongoing basis, we do not
expect this deal to be dilutive." Diamond Multimedia was advised in the
acquisition by Broadview Associates, LLC.
Diamond Multimedia Systems, Inc.
Diamond Multimedia is driving the interactive multimedia market by providing
advanced solutions for home, business and professional desktop computer users,
enabling them to create, access and experience compelling new media content
from their desktops and through the Internet. Diamond accelerates multimedia
from the Internet to the hard drive with products that include the Stealth and
Viper series of media accelerators, the Monster series of entertainment 3D and
sound accelerators, the Fire series of professional 3D and SCSI accelerators,
and the Supra series of modems. Diamond also markets DVD and video phone kits.
Diamond's common stock is traded on the Nasdaq Stock Market under the symbol
DIMD, and its web site address is www.diamondmm.com.
Micronics/Orchid
Micronics is an independent supplier of high performance motherboards and
multimedia peripherals, sold under the Orchid brand, for personal computers and
servers. Based in Fremont, California, Micronics markets its products worldwide
to computer system manufacturers, system integrators, value added resellers
and the distribution channel. The company's toll-free sales number is
800/577-0977. Web sites are www.micronics.com and www.orchid.com.
Except for historical information contained herein, the matters set forth in
this press release, such as statements relating to the Company's ability to
successfully exploit technological and market developments, the expansion of
the systems board market, the ability of Diamond to leverage Micronics'
motherboard business, the synergy of Diamond and Micronics with respect to the
PC gaming market and the supply of multimedia systems boards, the timing and
success of new product introductions by the Company and its competitors, and
the Company's ability to invest in new technologies and to enhance its existing
systems are forward-looking statements that are subject to risks and
uncertainties, including the impact of competitive products and pricing and
alternative technological advances, the timely and successful development and
market acceptance of new products and upgrades to existing products, the
impact, if any, of the announcement of the proposed acquisition on the
Company's business, the ability of the Company to successfully integrate the
business and operations of Micronics if the acquisition is
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consummated, and other risks as detailed from time to time in Diamond
Multimedia's SEC filings, including its most recent Forms 10-K and 10-Q.
How to Contact Diamond Multimedia
There are many ways to reach Diamond for sales support, technical assistance,
driver updates and general information:
Internet Web Site: http://www.diamondmm.com
Diamond Multimedia's Headquarters and
Multimedia Division: 408/325-7000; Fax: 408/325-7070
Communications Division (Supra brand modems)
Main Phone Number: 360/604-1400; Fax: 360/604-1401
European Division (Germany): +49-8151-266-0;
(UK): +44-1189-444400; (France) +33-1-55381600
Korean Office (Seoul): +82-2-551-2700; Fax: +82-2-551-2710
Japanese Office (Tokyo); +81-3-5695-8401; Fax: +81-3-5695-8403
ASEAN Office (Singapore): +65-353-9511; Fax: +65-353-9510
Hong Kong Office: +852-2375-9023; Fax: +852-2375-9021
Australian Office (Sydney); +61-2-9460-2355; Fax: +61-2-9460-2360
Swedish Office: +46-417-40060; Fax: +46-417-40054
Product Support (Voice), United States: 541-967-2450;
Europe (Germany) +49-8151-266-330;
Europe (UK) +44-1189-444444; TDD/TTY Support 541-967-2451 Product Support (Fax),
United States: 541/967-2401; Europe (Germany) +49-8151-266-331;
Europe (UK): +44-1189-444445; (France) +33-1-47561139
Pre-sales Information: 1-800/468-5846
Investor Relations: 408/325-7476; 1-888/474-3463 (U.S. and Canada) 24-(Hour
Fax-On-Demand Service: 1-800/380-0030 FTP site: ftp.diamondmm.com BBS:
541/967-2444 (to 33.6 Kbps); Europe (Germany) BBS at +49-8151-266333 (to 28.8
Kbps) or +49-8151-266334 (ISDN); Europe (UK) at +44-1189-444415 (to 33.6 Kbps)
Note To Editors: Monster 3D and Supra are either trademarks or registered
trademarks of Diamond Multimedia Systems, Inc. Monster(R) is a registered
trademark of Monster Cable. Viper(R) is a registered trademark of Directed
Electronics, Inc., Used under License. All other trademarks referenced are the
service mark, trademark or registered trademark of their respective
manufacturers. This announcement relates to products whose introductions and
sales are in North America. The product name, contents, prices and
availability may differ elsewhere in the world according to local factors and
requirements.
---------------
Contact:
Diamond Multimedia Systems, Inc.
Ken Wirt, 408/325-7376 (VP, Corporate Marketing)
kenw@diamondmm.com
Jim Walker, 408/325-7333 (Sr. VP and CFO)
jimw@diamondmm.com
Dates Referenced Herein and Documents Incorporated By Reference
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| | 5/11/98 | | 1 |
| Filed On / Filed As Of | | 5/15/98 |
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