- Combination to Create Application Processors to Power Next Generation of
Consumer Mobile Devices -
SANTA CLARA, Calif., Nov. 6 /PRNewswire-FirstCall/ -- NVIDIA
Corporation (Nasdaq: NVDA), the worldwide leader in programmable graphics
technologies, today announced that it has signed a definitive agreement to
acquire San Jose, CA-based PortalPlayer, Inc. (Nasdaq: PLAY), a leading
supplier of semiconductors, firmware, and software for personal media
players (PMPs) and secondary display-enabled computers. PortalPlayer, which
was founded in 1999, is widely recognized for its pioneering technology,
including the high-performance system-on-chip (SoC) technology which powers
some of the world's most recognizable portable digital music players.
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Under terms of the agreement, NVIDIA will pay $13.50 in cash for each
outstanding share of PortalPlayer common stock, which represents a total
purchase price of approximately $357 million, or approximately $161 million
net of cash on PortalPlayer's balance sheet as of September 30, 2006. The
purchase price represents approximately a 19 percent premium to the 20-day
average closing price of PortalPlayer through Friday, November 3, 2006.
This acquisition has been approved by the Board of Directors of each
company and is subject to regulatory approvals and other customary closing
conditions.
"Modern mobile devices are miniaturized yet powerful multimedia
computers. At the core of their architectures are complex Application
Processors integrating microprocessors, system logic, networking, and
multimedia processors," said Jen-Hsun Huang, president and CEO of NVIDIA.
"With this acquisition, we are combining the two essential technologies of
next-generation PMPs, PDAs, portable game players, and phones:
PortalPlayer's innovative Application Processor technology and NVIDIA's
industry-leading GPU technology. With the products created through this
combination, we intend to drive the next digital revolution, where the
mobile device becomes our most personal computer."
"We are excited about the next chapter in our corporate history," added
Richard Sanquini, chairman of the PortalPlayer Board of Directors. "We
believe the deal is a win-win for our employees and shareholders. We have
spent the past several months extensively exploring our strategic options.
We feel the advantages offered by the NVIDIA acquisition are the most
compelling, and that our customers and employees will benefit from NVIDIA's
strong position in handheld GPU technologies and its vast resources and
global reach."
The acquisition of PortalPlayer is expected to accelerate NVIDIA's
ongoing investment in its handheld product strategy. Today, NVIDIA's
handheld technology, which combines high-quality graphics, TV, and video
with low power and a small footprint, is at the foundation of many
industry-leading portable media devices, including phones from Motorola,
Samsung, Kyocera, HTC, and Sony Ericsson.
Goldman, Sachs & Co., served as financial advisor to NVIDIA. Cowen and
Company, LLC served as financial advisor to PortalPlayer.
More details will be provided during NVIDIA's quarterly conference call
to be held on Thursday, November 9, 2006 at 2:00 p.m. (Pacific time). To
listen to the conference call, please dial 706-679-0543; no password is
required. The conference call will also be Web cast live (listen-only mode)
at the following Web sites: http://www.nvidia.com and http://www.streetevents.com.
Replay of the conference call will be available via telephone by
calling 800-642-1687 (or 706-645-9291), passcode 1252977, until November
16, 2006. The Web cast will be recorded and available for replay until the
Company's conference call to discuss its financial results for its fourth
quarter fiscal 2007.
About PortalPlayer
PortalPlayer develops semiconductor, firmware and software platforms
for portable multimedia products such as personal media players and
personal media display-enabled computers. PortalPlayer products empower
consumers to quickly and easily manage, enjoy and have access to multimedia
content and other forms of information. PortalPlayer is headquartered in
San Jose, CA, with offices in Kirkland, WA, Taipei, Taiwan and Hyderabad,
India. For more information, visit http://www.portalplayer.com .
About NVIDIA
NVIDIA Corporation is the worldwide leader in programmable graphics
processor technologies. The Company creates innovative, industry-changing
products for computing, consumer electronics, and mobile devices. NVIDIA is
headquartered in Santa Clara, CA and has offices throughout Asia, Europe,
and the Americas. For more information, visit http://www.nvidia.com .
Certain statements in this press release including, but not limited to,
statements regarding the anticipated benefits of the acquisition of
PortalPlayer, the next generation of mobile devices, NVIDIA's ongoing
investments in its handheld product strategy, the next digital revolution,
and the NVIDIA conference call are forward-looking statements within the
meaning of the Private Securities Reform Act of 1995 that are subject to
risks and uncertainties that could cause results to be materially different
than expectations. Such risks and uncertainties include, but are not
limited to, the risk that we will not realize the anticipated benefits of
this acquisition; that the merger will not be consummated; failure to
receive regulatory approval for the acquisition; failure to obtain the
approval of the PortalPlayer shareholders; risks associated with
acquisitions including the ability to successfully integrate technologies,
employees and operations; diversion of management's attention; retaining
key employees; risks associated with international operations; trends in
the semiconductor and handheld device industries; failure of handheld
device initiatives; slower than anticipated growth of the market for
handheld devices; the impact of competitive products and technological
advances; reliance on third party manufacturers; market acceptance of new
products and technologies and other risks detailed from time to time in the
reports NVIDIA and PortalPlayer file with the Securities and Exchange
Commission including NVIDIA's Form 10-Q for the quarter ended April 30,
2006 and PortalPlayer's Form 10-Q for the period ended June 30, 2006.
Copies of reports NVIDIA and PortalPlayer filed with the SEC are posted on
the respective company's Web site and are available from NVIDIA or
PortalPlayer without charge. These forward-looking statements are not
guarantees of future performance and speak only as of the date hereof, and,
except as required by law, NVIDIA and PortalPlayer disclaim any obligation
to update these forward-looking statements to reflect future events or
circumstances.
Additional Information and Where to Find It
PortalPlayer will file a proxy statement with the SEC in connection
with the proposed merger. Investors and shareholders are urged to read the
proxy statement when it becomes available and any other relevant documents
filed with the SEC because they will contain important information
regarding NVIDIA, PortalPlayer, the proposed merger, the persons soliciting
proxies in connection with the proposed merger on behalf of PortalPlayer
and the interests of those persons in the proposed merger and related
matters. PortalPlayer intends to mail the proxy statement to its
stockholders as soon as practicable. Investors and shareholders will be
able to obtain a copy of the proxy statement and other documents filed by
PortalPlayer with the SEC free of charge at the Web site maintained by the
SEC at http://www.sec.gov. In addition, documents filed with the SEC by
PortalPlayer are available free of charge by contacting PortalPlayer
Investor Relations (Kristine Mozes, 781-652-8875).
Participants in Solicitation
PortalPlayer, its directors, executive officers, and employees may be
deemed to be participants in the solicitation of proxies from the
PortalPlayer shareholders in connection with the proposed merger and
related items. Information regarding the directors and executive officers
of PortalPlayer and their ownership of PortalPlayer stock is set forth in
PortalPlayer's proxy statement for PortalPlayer's 2006 annual meeting of
stockholders. Investors may obtain additional information regarding the
interests of those participants by reading the proxy statement when it
becomes available.
NOTE: All company and/or product names may be trade names, trademarks
and/or registered trademarks of the respective owners with which they are
associated. Features, pricing, availability, and specifications are subject
to change without notice.
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SOURCE NVIDIA Corporation; PortalPlayer, Inc.
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Related links:
http://www.portalplayer.com/
http://www.nvidia.com/
Photo Notes:
NewsCom: http://www.newscom.com/cgi-bin/prnh/20020613/NVDALOGO
http://www.newscom.com/cgi-bin/prnh/20061106/SFM119LOGO
AP Archive: http://photoarchive.ap.org
PRN Photo Desk, photodesk@prnewswire.com
CONTACT:
Michael Hara, Corporate Communications &
Investor Relations, +1-408-486-2511, or mhara@nvidia.com, or
Andrew Humber, Handheld Products PR, +1-408-486-8138, or
ahumber@nvidia.com, both of NVIDIA Corporation; or S. Olav
Carlsen, Chief Financial Officer of PortalPlayer, Inc.,
+1-408-521-7000, or Olav.Carlsen@portalplayer.com; or Kristine
Mozes, Investor Relations for PortalPlayer, Inc., Mozes
Communications LLC, +1-781-652-8875, or
kristine@mozescommunications.com
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