European Commission Clears Avid's Acquisition of Pinnacle; Deal scheduled to close on August 9
05 August 2005 - 3:23AM
Business Wire
Avid Technology, Inc. (NASDAQ: AVID) and Pinnacle Systems, Inc.
(NASDAQ: PCLE) today announced that the European Commission has
cleared Avid's proposed acquisition of Pinnacle. With this final
regulatory clearance, the parties expect to complete the
acquisition on August 9, 2005. "Now that we have cleared regulatory
review in Europe, we can complete the transaction and begin moving
ahead with our plans for the combined company," said David Krall,
Avid's president and chief executive officer. "Over the past few
months, we have developed an integration plan that leverages our
respective talents and technologies. Following next week's
scheduled closing, we look forward to putting that plan into effect
to capitalize on the opportunities that will result from the
strength of this combination." Upon the closing of the acquisition
next week, Pinnacle shareholders will receive approximately 6.2
million shares of Avid stock and approximately $71 million in cash.
IMPORTANT ADDITIONAL INFORMATION FILED WITH THE SEC Avid
Technology, Inc. has filed with the SEC a Registration Statement on
Form S-4 (Commission File No. 333-124475) in connection with the
proposed acquisition of Pinnacle Systems, Inc. by Avid, and Avid
and Pinnacle Systems, Inc. have filed with the SEC and mailed to
their respective stockholders a Joint Proxy Statement/Prospectus in
connection with the transaction on or about June 16, 2005. The
Registration Statement and the Joint Proxy Statement/Prospectus
contain important information about Avid, Pinnacle, the transaction
and related matters. Investors and security holders are urged to
read the Registration Statement and the Joint Proxy
Statement/Prospectus carefully. Investors and security holders are
able to obtain free copies of the Registration Statement and the
Joint Proxy Statement/Prospectus and other documents filed with the
SEC by Avid and Pinnacle through the web site maintained by the SEC
at www.sec.gov. In addition, investors and security holders are
able to obtain free copies of the Registration Statement and the
Joint Proxy Statement/Prospectus and other documents filed with the
SEC from Avid by contacting Dean Ridlon, Investor Relations
Director for Avid at telephone number 978.640.5309, or from
Pinnacle by contacting Deborah B. Demer of Demer IR Counsel, Inc.
at telephone number 925.938.2678, extension 224. Forward-looking
Statements Some statements in this press release may be
"forward-looking statements" for the purposes of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements are subject to risks and uncertainties that may cause
actual results to differ materially from those indicated in the
forward-looking statements, including but not limited to: (i) the
possibility that the transaction will not close or that the closing
will be delayed; (ii) the challenges and costs of assimilating the
operations and personnel of Pinnacle; (iii) the ability to attract
and retain highly qualified employees; (iv) competitive factors,
including pricing pressures; (v) reaction of customers of Pinnacle
and Avid and related risks of maintaining pre-existing
relationships of Pinnacle; (vi) fluctuating currency exchange
rates; (vii) adverse changes in general economic or market
conditions, particularly in the content-creation industry; and
(viii) other one-time events and other important factors disclosed
previously and from time to time in Avid's and Pinnacle's filings
with the SEC and more specifically set forth in the Joint Proxy
Statement/Prospectus filed with the SEC. The parties disclaim any
obligation to update any forward-looking statements after the date
of this press release. About Avid Technology, Inc. Avid Technology,
Inc. is a world leader in digital nonlinear media creation,
management, and distribution solutions, enabling film, video,
audio, animation, games, and broadcast professionals to work more
efficiently, productively, and creatively. For more information
about the company's Oscar(R), Grammy(R), and Emmy(R) award-winning
products and services, please visit: www.avid.com. About Pinnacle
Systems, Inc. Pinnacle Systems provides broadcasters and consumers
with cutting-edge digital media creation, storage, and play-back
solutions for use at Home, at Work and on the Air. Pinnacle
Systems' award winning digital media solutions are in use around
the world for broadcast, video editing, DVD and CDR authoring and
on the Internet. A recognized industry leader, the company has
received nine prestigious Emmy Awards for its technical innovations
and carries this commitment throughout all of its product lines.
(C) 2005 Avid Technology, Inc. All rights reserved. Avid,
Digidesign, Film Composer, and Pro Tools are either registered
trademarks or trademarks of Avid Technology, Inc. in the United
States and/or other countries. Avid received an Oscar statuette
representing the 1998 Scientific and Technical Award for the
concept, design, and engineering of the Avid(R) Film Composer(R)
system for motion picture editing. Digidesign, Avid's audio
division, received an Oscar statuette representing the 2003
Scientific and Technical Award for the design, development, and
implementation of its Pro Tools(R) digital audio workstation. Oscar
is a trademark and service mark of the Academy of Motion Picture
Arts and Sciences. Emmy is a registered trademark of ATAS/NATAS.
Grammy is a trademark of the National Academy of Recording Arts and
Sciences, Inc. All other trademarks contained herein are the
property of their respective owners.
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