nVidia Buys 3dfx

nVidia Buys 3dfx - Page 1

3dfx Selling Core Graphics Assets To nVidia Corp. One step closer to complete domination, nVidia moves to assimilate the competition


NVIDIA To acquire 3dfx core graphics assets

SANTA CLARA, CA - DECEMBER 15, 2000 - 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

NVIDIA executives will conduct a conference call on Monday, December 18, 2000 at 7:00AM, Pacific Time.  The conference call number is 212-231-6017, reservation number 17310062. A recorded playback of the conference call will be available through Wednesday, December 20, 2000.  The call-in number for the replay is 800-633-8284 (US), 858-812-6440 (International), (passcode: 17310062).  A live webcast (listen-only mode) of the conference call will be available at http://www.nvidia.com/Company/InvestorRelations; at http://www.streetevents.com; and at http://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 http://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 http://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 http://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.

# # # Registered trademark NVIDIA® Corporation, 2000. All company and/or product names are trademarks and/or registered trademarks of their respective manufacturers. Features, pricing, availability and specifications are subject to change without notice. Note to editors: If you are interested in viewing additional information on NVIDIA, please visit the NVIDIA Web page at <http://www.nvidia.com/News.nsf> on NVIDIA's corporate information pages.

Press Release 15 December, 2000 - 3dfx Announces Three Major Initiatives To Protect Creditors and Maximize Shareholder Value

Board of Directors Initiates Cost-Cutting Measures, Recommends To Shareholders Sale of Company Assets to NVIDIA Corporation for $112 million and Dissolution of Company

For Immediate Release

San Jose, Calif., December 15, 2000 - In an effort to protect its creditors and maximize shareholder value, 3dfx Interactive, Inc. (Nasdaq: TDFX - news) announced today that it will substantially reduce all of its workforce as part of an initiative to significantly reduce expenses. In addition, the company said its Board of Directors will recommend to its shareholders that they approve the sale of most of the company's assets to NVIDIA Corporation (Nasdaq: NVDA- news) as outlined in a definitive agreement between the companies that was signed today, and also approve a plan to dissolve the company following completion of the asset sale.

"After aggressively pursuing a wide range of options that take into consideration the interests of our creditors, our shareholders, our employees and our customers," said Alex Leupp, president and CEO, 3dfx Interactive Inc., "we strongly believe that to reduce expenses, sell our assets and dissolve the company provides the highest return to our creditors, shareholders, and employees."

"We expect that the combined technologies of 3dfx and NVIDIA will continue the legacy that 3dfx began in 1994, " Leupp continued. "NVIDIA is the number one supplier of graphics technology to the OEM market. With the addition of 3dfx's high-quality technology that leads the retail market, we believe the combination of the two will result in even greater PC graphics leadership."

The target market for 3dfx has historically been the retail graphics market, a market that 3dfx has dominated since 1998. The segment represents approximately 10 percent of the overall graphics market, and is subject to extreme volatility and unpredictability. Specifically, high inventory expenses, decreasing margins, and slowing demand have done irreparable harm to 3dfx. While the company had recently announced plans to expand its business into additional markets, it has been unable to invest in its expansion under current business and financial market conditions.

The company announced that it plans to substantially reduce its costs in order to best conserve its resources. These cost-cutting measures include a reduction of substantially all of the company's workforce by early next year, reduction in office space, and other efforts to reduce non-essential expenses. 3dfx is also providing manufacturing services to third parties to help cover the overhead associated with its Juarez, Mexico manufacturing facility pending the sale of that facility. In the meantime, 3dfx expects to continue to maintain an adequate workforce to support its customers.

The Board of Directors, with the assistance of the company's advisors, has undergone exhaustive efforts to explore many alternatives including raising new financing to continue its operations and exploring various strategic alliances and business combinations. It has concluded that the best interests of the creditors and shareholders will be served by selling its assets to NVIDIA Corporation, as outlined in a definitive agreement between the companies signed today, and also to approve the plan for dissolution.

Under the terms of the agreement signed today, NVIDIA has agreed to pay a value of $112 million ($70 million cash and one million shares of registered NVIDIA common stock as value based on NVIDIA's closing price on December 14, 2000).

Upon signing the definitive agreement, NVIDIA has agreed to loan to 3dfx $15 million for working capital, which will be credited to the cash portion of the purchase price. In addition, 3dfx and NVIDIA have agreed to stay the patent infringement litigation between them through closing of the transaction, at which time the suits will be jointly dismissed with prejudice. Assets included in the transaction include all 3dfx intellectual property and chip inventory as well as certain other assets. In addition, upon signing the definitive agreement, 3dfx transferred to NVIDIA the "3dfx" and "Voodoo" brand names and trademarks.

The closing of the transaction is subject to a variety of conditions, including 3dfx shareholder approval, receipt of governmental approvals including the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and receipt of all necessary consents of third parties. After closing the NVIDIA asset sale and upon 3dfx shareholder approval, 3dfx will proceed to pay or adequately provide for its debts and liabilities. 3dfx will thereafter distribute its remaining assets to its shareholders in one or more distributions.

3dfx will host a conference call today at 2 p.m. Pacific Standard Time, 3 p.m. Mountain, 4 p.m. Central, 5 p.m. Eastern, to discuss current developments and its financial results for the third quarter fiscal 2001, ended October 31, 2000. To participate in the conference call, please dial 800-521-5428. .

About 3dfx Interactive

3dfx Interactive is a global leader in enabling the emerging age of visual communications, and 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, Falcon Northwest and Micron. 3dfx has headquarters in San Jose, Calif., with engineering and manufacturing facilities in Richardson, Texas, Austin, Texas, and Juarez, Mexico. The company also operates www.3dfxgamers.com, the premier online community for Voodoo owners and gaming enthusiasts. 3dfx Interactive is available on the Web at http://www.3dfx.com.



Tags:  Nvidia, 3D, 3dfx, fx, BU, id

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