Broadcom Gains Microwave Transmission Technology with Acquisition of Provigent

Broadcom provides one of the industry's broadest portfolios of Ethernet networking solutions for service provider infrastructure including the mobile backhaul. With the addition of Provigent's engineering expertise in microwave radio products, the company expands its robust portfolio to more thoroughly address the $5B microwave backhaul equipment business(1).

In order to manage the exponential growth in wireless traffic and transition to 4G, carriers are faced with the challenge of backhauling data from the cell sites to the core network. Microwave backhaul is the most prevalent type of technology used in the multi-billion dollar global mobile backhaul business, representing greater than 50 percent of all solutions(1).

Provigent is a unique asset with world-class microwave backhaul technology and strong engineering talent developing innovative and highly integrated semiconductor solutions for the microwave segment, said Rajiv Ramaswami, Executive Vice President and General Manager of Broadcom's Infrastructure and Networking Group. Combining their microwave backhaul solutions with our industry leading network infrastructure and wireless solutions allows us to better serve our customers and expand our addressable market.

Provigent's System-on-Chip (SoC) solutions are used to solve a crucial problem in the infrastructure of cellular networks, which is the backhaul bottleneck, said Dan Charash, Chief Executive Officer, Provigent. The many synergies with Broadcom's broad portfolio of wireline and wireless SoC technologies and capabilities will accelerate product development and provide our customers with a compelling offering.

In connection with the acquisition, Broadcom expects to pay approximately $313 million, net of cash assumed, to acquire all of the outstanding shares of capital stock and other equity rights of Provigent. The purchase price will be paid in cash, except that a portion attributable to certain unvested employee stock options will be paid in Broadcom restricted stock units. A portion of the cash consideration will be placed into escrow pursuant to the terms of the acquisition agreement. Broadcom expects the acquisition of Provigent to be neutral to earnings in 2011. The boards of directors of the two companies have approved the merger. The transaction is expected to close in Broadcom's second quarter, 2011, and remains subject to the satisfaction of regulatory requirements and other customary closing conditions.