Combination to Provide Avid with Immediate Presence in Consumer Video and Expand Professional Broadcast Offerings
Avid Technology, Inc. (NASDAQ: AVID) and Pinnacle Systems, Inc. (NASDAQ: PCLE) today announced that Avid has entered into a definitive agreement to acquire Pinnacle in a cash and stock transaction. Under the terms of the agreement,
Pinnacle shareholders will receive .0869 shares of Avid stock and $1.00 in cash
for each Pinnacle share. At closing, it is expected that Avid will issue approximately
6.2 million shares and pay $71.3 million in cash, for a total estimated value
of $462 million based on Avid's stock price of $62.95 at market close on Friday,
March 18, 2005. Upon completion of the transaction, the 6.2 million shares to
be issued to Pinnacle's former shareholders will represent approximately 15%
of Avid's outstanding common stock. The acquisition is subject to satisfying
a number of closing conditions, including shareholder and regulatory approvals,
and is expected to close in the second or third quarter of 2005.
The purchase price represents a 30% premium over Pinnacle's closing stock price
of $4.97 on March 18, 2005. Assuming a closing date of July 1, 2005, Avid expects
the transaction, excluding acquisition-related charges, to be dilutive to its
pro-forma earnings per share in the third quarter and accretive in the fourth
quarter, resulting in full-year 2005 pro forma earnings per share of approximately
$2.70 per diluted share. In 2006, Avid expects the transaction to be approximately
10 cents accretive, resulting in pro forma earnings per share of approximately
$3.20 per diluted share. After payment of the cash portion of the purchase price,
Avid expects its cash position to be $280-$300 million at the end of 2005.
Following the closing, the parties expect that Pinnacle's award-winning professional
products - such as the MediaStream broadcast playout server and the Deko on-air
graphics system - will enhance Avid's end-to-end broadcast production pipeline,
which has helped Avid become a global leader in that industry. In addition,
Pinnacle's consumer video business - which to date has shipped more than 10
million units - will form the basis for a new consumer video division at Avid,
providing the company with an immediate avenue into that segment.
Avid president and CEO David Krall said, "We see this acquisition as the
next logical step in our long-term strategy. Just as our acquisition of M-Audio
in 2004 brought us into the consumer audio business, by acquiring Pinnacle's
consumer video business, Avid will be able to tap into the next generation of
video editors while they are still learning their craft. This creates a very
large potential customer base for Avid's future. At the same time, we believe
that Pinnacle's professional broadcast offerings will fit seamlessly with Avid's
business, extending our end-to-end broadcast solutions with servers and on-air
graphics products. We think it would be hard to find a more complementary match
for these two businesses than what this combination provides."
Krall added: "As a result of this transaction, we expect to derive savings
from a number of sources, including reducing public company expenses, combining
infrastructure functions where appropriate, and providing our global sales teams
with a broader portfolio of product offerings. Over the past five years, Avid
has increased its profitability and shareholder value by growing our top line,
expanding our gross margins, and leveraging our talent and technology across
the entire company. By working with the dedicated team at Pinnacle, we're confident
that, together, we can succeed with this same strategy following the completion
of the transaction."
Pinnacle chairman and CEO Patti Hart said, "We believe that this transaction
creates significant value for our shareholders and provides excellent opportunities
for continued growth for the combined company. Avid has built a strong, well-deserved
reputation for efficient business management while continuing to live up to
its tradition of technological innovation in the video and audio industries.
By bringing our own award-winning products to the table - including Pinnacle
Studio, Pinnacle Liquid Edition, and our broad array of broadcast systems -
we're confident that Pinnacle will strengthen and diversify Avid's business.
Our customers can also anticipate a richer set of offerings within an organization
that will be even better positioned moving ahead. We see this as the right move
for Pinnacle, and we look forward to joining the Avid family. "
The Boards of Directors of both Avid and Pinnacle have approved the definitive
agreement. Avid will seek stockholder approval of the transaction at its annual
meeting, and Pinnacle will hold a special meeting of shareholders to consider
approval of the transaction. The dates of the shareholder meetings will be announced
following completion of initial regulatory filings.
Conference Call
Avid and Pinnacle will hold a joint conference call and simultaneous webcast
to discuss the transaction, including the estimated impact on Avid's future
results. The joint conference call will take place on March 21 at 8:30 a.m.,
EST, and will be open to the public. The conference call can be accessed from
any U.S. or international location by dialing (913) 981-5558 and referencing
confirmation code 7229543. The call and subsequent replay will also be available
on the Avid and Pinnacle Web sites. To listen to the call or replay on Avid's
Web site, go to the Investors page under the Company menu at www.avid.com for
complete details 10-15 minutes prior to the start of the conference call. To
listen to the call or replay on Pinnacle's Web site, go to the Investor Relations
page under the About Us menu at www.pinnaclesys.com.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
Avid plans to file with the SEC a Registration Statement on Form S-4 in connection
with the transaction and Avid and Pinnacle plan to file with the SEC and mail
to their respective stockholders a Joint Proxy Statement/Prospectus in connection
with the transaction. The Registration Statement and the Joint Proxy Statement/Prospectus
will 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 when they are available.
Investors and security holders will be able to obtain free copies of the Registration
Statement and the Joint Proxy Statement/Prospectus (when available) 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 will be able to obtain free copies
of the Registration Statement and the Joint Proxy Statement/Prospectus (when
available) 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.
Avid and Pinnacle, and their respective directors and executive officers, may
be deemed to be participants in the solicitation of proxies in respect of the
transactions contemplated by the merger agreement. Information regarding Avid's
directors and executive officers is contained in Avid's Form 10-K for the year
ended December 31, 2004 and its proxy statement dated April 16, 2004, which
are filed with the SEC and available free of charge as indicated above. Information
regarding Pinnacle's directors and executive officers is contained in Pinnacle's
Form 10-K for the year ended June 30, 2004 and its proxy statement dated September
30, 2004, which are filed with the SEC and available free of charge as indicated
above. The interests of Avid's and Pinnacle's respective directors and executive
officers in the solicitations with respect to the transactions in particular
will be more specifically set forth in the Registration Statement and the Joint
Proxy Statement/Prospectus filed with the SEC, which will be available free
of charge as indicated above.
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, in the Studio
and on the Air. Pinnacle Systems' award winning digital media solutions are
in use around the world for broadcast, video and audio editing, DVD and CDR
authoring and on the Internet. A recognized industry leader, Pinnacle Systems
has received nine prestigious Emmy(R) Awards for its technical innovations and
carries this commitment throughout all of its product lines. For more information
about Pinnacle Systems products and services, please visit: www.pinnaclesys.com.
Pinnacle Systems, MediaStream, Deko, Pinnacle Studio, and Pinnacle Liquid Edition
are trademarks or registered trademarks of Pinnacle Systems, Inc. or its subsidiaries
in the United States and other countries.
(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.
Some statements in this announcement 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 due to antitrust regulatory
review or other factors, (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 to be more specifically set forth in the Joint Proxy Statement/Prospectus
to be filed by Avid and Pinnacle with the SEC. Avid and Pinnacle disclaim any
obligation to update any forward-looking statements after the date of this release.