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For Immediate Release
Avid Technology, Inc. To Acquire SOFTIMAGE
Subsidiary Of Microsoft Corporation
-Accelerates Expansion in the Television
Finishing And 3D Markets Through Strategic Alliance With Microsoft-
TEWKSBURY, Mass. (June 15, 1998)
- Avid Technology, Inc. (NASDAQ: AVID) , the leading provider
of computer-based video, film, and audio solutions for entertainment
and information applications, announced today that it has signed
a definitive agreement to acquire the SOFTIMAGE subsidiary of
Microsoft Corporation (NASDAQ: MSFT). The acquisition will strengthen
Avid's presence in the television market by allowing Avid to
offer its customers comprehensive solutions for television finishing
and will add leading 3D animation technology to Avid's product
line.
SOFTIMAGE is a leading developer
of 3D animation, video production, 2D cel animation and compositing
software solutions for creative professionals. Located in Montreal,
Quebec and employing approximately 300 people worldwide, SOFTIMAGE
was founded in 1986 and purchased by Microsoft in 1994.
"The acquisition of SOFTIMAGE
by Avid is one of the most significant milestones in the history
of our company," said William J. Miller,
Avid's Chairman and CEO. "Both Avid and SOFTIMAGE have
independently recognized the need for integrated nonlinear solutions
and have shared a common goal to provide editors and artists
with the creative freedom necessary for television finishing
and special effects that can only be achieved with digital technology.
We are extremely excited about this acquisition and believe
that combining SOFTIMAGE' products, technology, and talent with
Avid's will provide our customers with the most powerful digital
content creation tools available today."
According to Miller, this acquisition
will support Avid's goal to provide the most powerful comprehensive
solutions for finishing television programming of all types.
The SOFTIMAGE|DS video production solution is ideally suited
for finishing short-form television projects such as special
effect-intensive commercials and music videos. It will complement
Avid's recently announced Avid Symphony. solution, designed
to edit and finish long-form television programs such as sitcoms
and movies of the week which are less effects-laden and require
a high degree of media management. SOFTIMAGE|DS and Avid Symphony
both offer strong links to the Avid Media ComposerR off-line/on-line
editing solution and Avid intends to provide greater levels
of interoperability over time.
"This deal is a win-win
for all involved," said Craig Mundie,
Microsoft's senior vice president of its consumer platform division.
"Avid gains the benefit of rapid expansion into the
3D market, a video production solution which ideally complements
it current offerings, and a stronger alliance with Microsoft.
SOFTIMAGE joins the team of a proven industry leader that will
help the company continue to grow and be a force in the digital
media space. Microsoft gains a strategic ally for continued
development on Windows NT and our digital media initiatives."
Under the terms of the transaction,
the total value of the consideration to be paid by Avid to Microsoft
and to employees of SOFTIMAGE in substitution of their stock
options is valued at $285 (U.S.) million. This will consist
of cash, a subordinated note, Avid common stock, and a warrant
and options to purchase Avid common stock. Microsoft will receive
$79 million in cash, a subordinated note in the amount of $5
million, Avid common stock valued at $93 million, and a warrant
valued at $32 million. The Avid common stock in the transaction
will consist of approximately 2.344 million shares valued at
$39.71 per share. The warrant, which has a life of ten years
and is exercisable beginning in the third year, will permit
Microsoft to purchase 1.155 million shares of Avid common stock
at $47.65 per share. Upon completion of this transaction, Microsoft
will own approximately 9.1 percent of Avid outstanding common
stock, excluding the unexercised warrant. As part of the agreement,
Microsoft has agreed not to purchase any additional shares of
Avid common stock for a period of five years. Furthermore, as
a demonstration of Microsoft's commitment to the strategic alliance,
Microsoft has agreed to maintain its investment for a minimum
of three years.
Additionally, Avid will issue options
valued at $76 million to purchase 1.912 million shares of Avid
common stock at a nominal purchase price of $.01 per share,
to SOFTIMAGE employees in consideration of their unvested Microsoft
stock options which will be forfeited in the transaction. SOFTIMAGE
will become a wholly-owned subsidiary of Avid under the terms
of the agreement. While the acquisition is subject to clearance
under antitrust laws and other customary closing conditions,
it is expected to close during the latter part of July.
Avid Technology Acquires
SOFTIMAGE
"We believe the alliance
of these companies will provide significant future economic
value for our shareholders," said William
L. Flaherty, Senior Vice President and CFO of Avid.
"While this acquisition will be dilutive for the remainder
of 1998, we expect based on current projections that it will
be accretive for the full year 1999, excluding merger-related
charges such as goodwill amortization."
The transaction is expected to
be recorded in the third quarter as a purchase for accounting
purposes, the results of which are subject to the completion
of fair valuation analyses and the allocation of the purchase
price.
"Microsoft's investment
in Avid demonstrates their commitment to support Avid and our
common objectives," CEO Miller added.
"We are already working with Microsoft on initiatives
in digital television and multimedia file formats, and recently
demonstrated a collaborative solution to add interactive content
to television programs. This new strategic alliance underscores
Microsoft's ongoing commitment to drive the distribution of
media content in all-digital environments and to make any computer
a visual media platform. We look forward to an even closer working
relationship in the future."
SOFTIMAGE develops software for
media-rich applications including video, film, interactive games
and CD-ROM applications. Products include SOFTIMAGE|DS (video
production), SOFTIMAGE|3D (high-end animation), SOFTIMAGE|EDDIE
(compositing), and TOONZ (2-D cel animation). Additional information
about SOFTIMAGE can be found on the Internet at www.softimage.com.
The above may include forward-looking
statements based on current expectations that involve a number
of risks and uncertainties, including but not limited to operational
integration associated with mergers and acquisitions. Actual
results may differ materially from those described therein,
depending on such factors as are described under "Certain
Factors That May Affect Future Results" in the Company's
Annual Report on Form 10-K for 1997 and the Form 10-Q for March
31, 1998, filed with the SEC.
Avid Technology, Inc. is an international,
industry-leading provider of digital video, film, and audio
tools for creating content for information and entertainment
applications. The company's products are used by customers ranging
from corporate communications professionals to film, television
and interactive content producers to broadcast news organizations.
For more information, visit Avid's World Wide Web site at www.avid.com.
Avid and Media Composer are registered
trademarks and Avid Symphony is a trademark of Avid Technology,
Inc. All other trademarks are the properties of their respective
owners. c -1998 Avid Technology, Inc. All rights reserved.
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