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Press Release 27 March, 2000 -
3dfx Interactive to Acquire Gigapixel Corporation; Company Announces Growth Vision Based
on Leading Era of Visual Communications Acquisition Enables 3dfx to Bring
High-Quality 3D Graphics to Emerging Platforms Including Set-top Boxes, Internet
Appliances, Game Consoles and PDA's Through New Core Technologies and Licensing
NOTE: 3dfx
and GigaPixel executives will host a teleconference to discuss the details of this
agreement and answer questions today at 5:30 p.m. EST (2:30 p.m. PST). Press and analysts
may join the teleconference by dialing 1-800-446-1949. Individual investors may listen to
the teleconference by accessing www.vcall.com.
A full recording of the briefing can be accessed by calling 1-888-843-8996, passcode
2188858. Additionally, the company will be holding a briefing in NYC on Tuesday, March
28th. For details of this briefing, please contact Doug Poretz at (703) 506-1778 x222.
SAN
JOSE, Calif., - March 27, 2000 - 3dfx InteractiveŽ Inc. (NASDAQ: TDFX), a global
leader in developing and marketing 3D technology for personal computers, today announced
that it has entered into a definitive agreement to acquire privately-held GigaPixel
Corporation of Santa Clara, CA for approximately $186 million, to be paid in approximately
15.6 million 3dfx common shares and options.
GigaPixel,
founded in 1997, specializes in the design, development and licensing of 3D core
technology. Designed to dramatically reduce the memory bandwidth and high gate count
designs traditionally required for 3D acceleration, the GigaPixel technology for the first
time enables high quality 3D display capabilities in low power, cost sensitive
environments.
"We
are on the verge of an exciting new era of 3D display capabilities, " said Dr. Alex
Leupp, president and CEO of 3dfx Interactive. "The graphical displays on today's
PDAs, cell phones, internet appliances, etc. are lackluster at best. With this
transaction, we are now positioned to be the leader in providing advanced 3D technology to
enable the era of true three-dimensional visual communication for all consumer electronics
devices."
STRATEGIC
BENEFITS OF ACQUISITION
"3dfx
will benefit in three significant ways from this transaction," said Leupp.
- "First
of all, we gain very broad and specialized intellectual property and design expertise
relating to unique techniques for performing 3D rendering. When combined with our existing
3D technology, we believe we will have substantial performance, feature, and visual
quality advantages for our future offerings."
"We
view the GigaPixel technology as a disruptive capability in the 3D market," said
Scott Sellers, founder and chief technology officer of 3dfx Interactive. "By reducing
memory bandwidth requirements by up to a factor of 10, we can now perform true 32-bit
full-scene anti-aliased rendering at previously unseen performance levels. This technology
is not theoretical - it is real and exists in GigaPixel prototype silicon right now.
Furthermore, we can now render in 3D at substantially reduced power requirements and cost
points, thereby enabling a new class of 3D capable devices in the consumer electronics
market."
- "The
second key benefit of this transaction is an expansion of our target markets," Leupp
said. "With the GigaPixel technology and existing business relationships, we expect
to be the leader in providing 3D cores and intellectual property to our partners leading
the market with 3D capable consumer devices. These 3D capable consumer devices will usher
in the era of three dimensional visual communications."
- "The
third key benefit of this transaction is access to a team of over 40 engineers skilled in
3D design and algorithm expertise," he said. "This will augment our existing
engineering staff and allow us to produce highly innovative products on a rapid schedule.
In many ways, this acquisition is about speed," Leupp continued. "We will
increase the speed we bring products to market by being able to leverage the talented
GigaPixel engineering team and their state of the art design methodology. We will also
increase the speed at which we increase the performance levels of our products by
utilizing the unique GigaPixel 3D technology. And we will increase the speed at which we
provide solutions for new emerging consumer electronics markets to augment our existing PC
3D accelerator business."
NEW
CORPORATE BUSINESS MODEL
"We
have spent a considerable amount of time examining the market dynamics and requirements
for the emerging consumer electronic devices," said Leupp. "What we have come to
recognize is that there is a substantial opportunity to enable graphics differentiation by
providing high quality 3D display capabilities in low-power and low cost form factors.
This is a tremendous growth opportunity, and it is a market that is presently largely
untapped."
"But
we also recognize that we have to be realistic about our amount of engineering resources,
and therefore it is not feasible to build specific chip-level products for the variety of
consumer electronic 3D applications. We believe the successful long-term strategy for this
emerging market includes the licensing of 3D core technology and intellectual property to
our partners who will then integrate our technology into their application-specific
designs."
"Therefore,
moving forward we will continue to innovate and deliver compelling chip and board level
solutions for our base business in the PC and Mac markets, but we will augment this
business by an aggressive 3D core licensing program targeted at the emerging consumer
electronic devices requiring advanced 3D acceleration. We believe this hybrid
product/licensing strategy is unique to our market segment and will provide us with
substantial growth opportunities in the future."
"The
combined company will significantly change the competitive landscape of the graphics
industry," said George Haber, president and CEO of GigaPixel Corporation. "Our
unique business model of building products for existing PC and Mac markets, combined with
licensing low-power, high-quality 3D graphics cores to address the new suite of emerging
electronic devices, is one which we are uniquely qualified and positioned to successfully
address."
FINANCIAL
OVERVIEW OF THE TRANSACTION
Under the
terms of the agreement, 3dfx will acquire all outstanding shares and options of GigaPixel
for approximately $186 million, to be paid in approximately 15.6 million common shares and
options of 3dfx. The acquisition will be a tax-free reorganization, and will be accounted
for as a purchase. The transaction is expected to close in the third quarter of 3dfx's
fiscal year 2001, subject to various conditions including customary regulatory approvals
and approval by the shareholders of both companies. Furthermore, George Haber, president
and CEO of GigaPixel, will join the 3dfx board of directors.
About
GigaPixel Corporation
GigaPixel
Corporation designs, develops and markets high performance 3D architectures for licensing.
These hardware cores are targeted for different market segments including game consoles,
set top boxes, Intel and non-Intel based personal computers. Visit the company on the Web
at http://www.GigaPixel.com.
About
3dfx Interactive
3dfx
Interactive is leading the 3D multimedia revolution in personal computers and consumer
products. With its patented and award-winning graphics accelerator chips, boards and
software, 3dfx provides the technology to create high-impact visual experiences. The
Company is recognized worldwide for its ability to bring the world's finest games,
educational content, interactive entertainment and media-rich business applications to
life. 3dfx products are available in retail stores worldwide, and through leading PC
makers including Compaq, Dell, and Gateway. 3dfx has headquarters in San Jose, Calif.,
with engineering and manufacturing facilities in Richardson, Texas, and Juarez, Mexico.
The Company also operates www.3dfxgamers.com, the premier online community for Voodoo
owners and enthusiasts. 3dfx Interactive is available on the Web at http://www.3dfx.com.
This
document may contain forward-looking statements that are inherently subject to risks and
uncertainties. The words ``estimate,'' ``project,'' ``intend,'' ``expect,'' ``believe,''
and similar expressions are intended to identify forward-looking statements. The Company's
actual results could differ materially from those currently anticipated due to a number of
factors, including, but not limited to, technical or manufacturing or distribution issues,
the competitive environment for the Company's products, the timing of new orders, the
degree of market penetration of the Company's new products, and other factors set forth in
reports and other documents filed by Company with the Securities and Exchange Commission
from time to time. - end - 3dfx Interactive is a registered trademark of 3dfx Interactive.
All other names may be trademarks of their respective holders. Note to Editors: Visit the
3dfx Virtual Press Room at http://www.3dfx.com/comp/pressweb/index.html.
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