Filed by Conexant Systems, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: GlobespanVirata, Inc.
Commission File Number: 000-26401-73
CONEXANT CONTACTS: GLOBESPANVIRATA CONTACT:
Editorial Mariam Azzam
Gwen Carlson (732) 345-6018
(949) 483-7363
Investor Relations
Bruce Thomas
(949) 483-2698
CONEXANT AND GLOBESPANVIRATA ANNOUNCE REGISTRATION STATEMENT
FOR PENDING MERGER DECLARED EFFECTIVE BY SEC
Companies Set Date for Shareowner Meetings
NEWPORT BEACH, Calif. and RED BANK, New Jersey, Jan. 16, 2004 -
Conexant Systems, Inc. (Nasdaq: CNXT) and GlobespanVirata, Inc. (Nasdaq: GSPN)
today announced that the registration statement on Form S-4 relating to their
proposed merger has been declared effective by the Securities and Exchange
Commission (SEC).
The transaction is subject to customary closing conditions, including
the approval of the shareowners of both companies. Conexant shareowners will
vote on the proposed merger at the company's annual shareowners meeting on
February 25, 2004, at 10:00 a.m. at the Hilton hotel in Costa Mesa, Calif.
GlobespanVirata will hold a separate special shareowners meeting at the same
time and location to vote on the merger. Conexant and GlobespanVirata
shareowners of record as of January 2, 2004, are entitled to cast votes on the
merger proposals.
With the Form S-4 declared effective, the two companies will proceed
with a mailing to their respective shareowners of the joint proxy
statement/prospectus pertaining to the merger. This document may also be
accessed online on the SEC's Web site, www.sec.gov, or on the "Investor
Relations" section of Conexant's Web site at www. conexant.com, or on
GlobespanVirata's Web site at www.globespanvirata.com.
The proposed merger is expected to be completed shortly following the
respective shareowner meetings. The combined company will retain the Conexant
name and its stock will continue to trade on the Nasdaq national market under
the ticker symbol "CNXT".
About Conexant
Conexant's innovative semiconductor system solutions are driving
digital home information and entertainment networks worldwide. The company has
leveraged its expertise and leadership position in modem technologies to enable
more Internet connections than all of its competitors combined, and continues to
develop leading integrated silicon solutions for cable, satellite, terrestrial
data and digital video networks.
Key products include digital subscriber line (DSL) and cable modem
solutions, home network processors, broadcast video encoders and decoders,
digital set-top box components and systems solutions, and dial-up modems. The
company also offers a suite of wireless data and networking components solutions
that includes HomePlug(R), HomePNA(TM) and WLAN (802.11) components and
reference designs.
Conexant is a fabless semiconductor company and has approximately 1,400
employees. The company is headquartered in Newport Beach, Calif. To learn more,
visit Conexant at www.conexant.com.
About GlobespanVirata
GlobespanVirata is a leading provider of broadband communications
solutions for consumer, enterprise, personal computer and service provider
markets. GlobespanVirata delivers complete system-level high-speed,
cost-effective and flexible DSL and wireless networking chip sets, software and
reference designs to leading global manufacturers of broadband access and
wireless networking equipment. The company's products include broadband
system-level solutions for modems, routers, residential gateways, and DSLAMs, as
well as a wide variety of wireless networking chip sets and reference designs
that are enabling a new generation of wireless connectivity in notebooks, PDAs,
digital cameras, MP3 players and other handheld networking appliances.
GlobespanVirata applies the industry's longest history in DSL and
wireless networking development and deployment to offer unparalleled support to
its more than 400 customers in bringing its proven broadband and wireless
networking solutions to market. GlobespanVirata is headquartered at 100 Schulz
Drive, Red Bank, New Jersey 07701 and can be reached at +1-732-345-7500.
Safe Harbor Statement
This press release contains statements relating to future results of
Conexant and GlobespanVirata (including certain projections and business trends)
that are "forward-looking statements" as defined in the Private Securities
Litigation Reform Act of 1995. Actual results may differ materially from those
projected as a result of certain risks and uncertainties. For each of Conexant
and GlobespanVirata, these risks and uncertainties include, but are not limited
to: the cyclical nature of the semiconductor industry and the markets addressed
by the company's and its customers' products; demand for and market acceptance
of new and existing products; successful development of new products; the timing
of new product introductions; the availability of manufacturing capacity;
pricing pressures and other competitive factors; changes in product mix; product
obsolescence; the ability to develop and implement new technologies and to
obtain protection for the related intellectual property; the uncertainties of
litigation; and, in the case of GlobespanVirata, the integration of its Wireless
Networking Products Group, as well as other risks and uncertainties, including
those detailed from time to time in Conexant's and GlobespanVirata's Securities
and Exchange Commission filings. Such risks also include costs related to the
proposed merger; failure to obtain the required approvals of Conexant and
GlobespanVirata stockholders; risks that the closing of the transaction is
substantially delayed or that the transaction does not close; and the risk that
Conexant's and GlobespanVirata's businesses will not be integrated successfully.
These forward-looking statements are made only as of the date hereof, and
Conexant and GlobespanVirata undertake no obligation to update or revise the
forward-looking statements, whether as a result of new information, future
events or otherwise.
Rider A - Additional Information
Conexant and GlobespanVirata are mailing a joint proxy
statement/prospectus containing information about the proposed merger to their
respective investors and security holders. The joint proxy statement/prospectus
is included in the registration statement on Form S-4 filed with the Securities
and Exchange Commission (the "SEC"). INVESTORS AND SECURITY HOLDERS OF CONEXANT
AND GLOBESPANVIRATA ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND
OTHER RELEVANT MATERIALS BECAUSE THEY CONTAIN OTHER INFORMATION ABOUT CONEXANT,
GLOBESPANVIRATA AND THE PROPOSED MERGER. Investors and security holders may
obtain a free copy of these materials and other documents filed with the SEC at
the SEC's Web site at www.sec.gov. A free copy of the joint proxy
statement/prospectus may also be obtained by contacting Conexant Investor
Relations at 4000 MacArthur Boulevard, Newport Beach, California 92660 and
through the "Investor Relations" section of Conexant's Web site at
www.conexant.com, or by contacting GlobespanVirata at 100 Schulz Drive, Red
Bank, New Jersey 07701 and through GlobespanVirata's Web site at
www.globespanvirata.com.
Conexant, GlobespanVirata and their respective executive officers and
directors may be deemed to be participants in the solicitation of proxies from
their respective stockholders with respect to the proposed merger. Information
about the directors and executive officers of Conexant and their ownership of
Conexant shares is set forth in the joint proxy statement/prospectus.
Information about the directors and executive officers of GlobespanVirata and
their ownership of GlobespanVirata stock is set forth in the proxy statement for
GlobespanVirata's 2003 Annual Meeting of Stockholders. A free copy of this
document may be obtained by contacting the SEC or GlobespanVirata as indicated
above. Investors and security holders may obtain additional information
regarding the interests of such directors and executive officers in the proposed
transaction by reading the joint proxy statement/prospectus.
# # #
Conexant is a trademark of Conexant Systems, Inc. The GlobespanVirata name and
logo are trademarks of GlobespanVirata, Inc. Other brands and names contained in
this release are the property of their respective owners.