Cavium Networks Signs Definitive Agreement to Acquire Video Processor Specialist W&W Communications
Acquisition Propels Cavium Into High-Growth, High Definition Video Processing Market
MOUNTAIN VIEW, CA -- (Marketwire) -- 11/20/08 -- Cavium Networks (NASDAQ: CAVM), a leadingprovider of semiconductor products that enable intelligent processing fornetworking, communications, security and wireless applications, todayannounced that it is has signed a definitive agreement to acquire W&WCommunications, Inc.. W&W Communications is a fabless semiconductor companyhead-quartered in Sunnyvale, CA with an offshore center in Beijing, China.They are a specialist in market-leading low power, super low latency andfull-High Definition video processing solutions with single andmulti-stream capabilities. The purchase price of the acquisition will beapproximately $19.3 million, subject to certain purchase price adjustments,and includes the retirement of certain liabilities of W&W Communications.The acquisition is expected to close in December 2008.
The digital video market consists of five distinct segments, namelycapture, process, transport, receive and display. Today Cavium Networks'single and multi-core processors are used in a range of video transportapplications. High performance, video encode and decode capabilities areneeded in the capture, process and display market segments. High endapplications in these markets require encode and decode with pristine videoquality, super low latency, single and multiple HD video stream processingup to 1080p at 60 frames/second and beyond. These requirements today areprimarily delivered by multi-chip DSP based solutions. Low end requirementswhich include decode only or encode of low resolution streams are primarilydelivered by ASIC based solutions.
W&W Communications' unique video technology is an excellent fit for highend video application requirements where high-quality, super low latencyand high channel density are needed. W&W Communications provides a range ofchips, software and board level solutions for single and multi-channel,High and Standard Definition H.264 applications at up to full 1080p encodeand decode at 60 frames per second.
"Pioneer Televisions and Multimedia equipment set the standard forhigh-quality in the industry," said Junichi Shibata, Project Leader atPioneer Home Entertainment Business Group. "After testing a number ofdifferent video codecs in our labs in Japan, we have determined that W&WCommunications' H.264 video codec technology is the best and only codecthat meets our stringent quality and low latency requirements."
"Cavium Networks is a leader in intelligent processors enabling nextgeneration networks," said Syed Ali, President and CEO at Cavium Networks."This acquisition marks Cavium's entry in to another high-growth market. Wesee video processing as a key technology for a wide range of nextgeneration, high volume video enabled applications. Combining high-quality,low latency video codec technology with Cavium's MIPS and ARM basedprocessors will enable Cavium to deliver compelling end to end solutionsfor the entire digital video cycle.We have been working with W&W Communications on joint reference designscombining our processors along with their video processors. We are highlyexcited about the prospects of this technology based upon customer feedbackthat we have received."
W&W Communications proprietary, patent pending Super Low Latency (SLL)Technology(TM) produces perceptual lossless video quality and delivers theindustry's lowest latency at sub-frame encode-decode delay. Other featuresinclude a flexible encoder toolset with in-loop de-blocking filter,single-pass bit rate control, content-adaptive noise filtering,programmable cost functions for motion vector and prediction mode coding,efficient search algorithms, large search area, 1/2 and 1/4 pixel motionestimation interpolation and error resiliency and concealment. The coretechnology is based on a scalable parallel architecture, which is designedto meet future higher resolution, quality and channel density requirements,while providing low cost and power consumption per stream. The current W&WCommunications' processor provides a single chip solution for up to 4 HD, 8SD and 32-CIF streams at full frame rate at dramatically lower cost, powerconsumption and footprint over existing multi-chip DSP implementations. W&WCommunications' processor has recently been honored with the prestigiousCES Innovations 2009 Design and Engineering Award in the category ofEnabling Technologies.
W&W Communications' technology addresses a broad range of applications inconsumer, enterprise, service provider and digital video surveillancemarkets. Consumer applications include next generation media enabled homegateways and media servers, wireless HD for TV, laptops and game consolesand HD video capture for fixed and mobile applications. Enterpriseapplications include high-quality Telepresence, Video Conferencing, VideoSurveillance, Video Telephony, Tele-medicine and Distance Learning. Serviceprovider applications include multi-channel video transcoding andtransrating for Video on Demand and content distribution services.
"W&W Communications has developed compelling video processor solutions andwe have significant traction with multiple Tier-1 vendors," said LarsHerlitz, President and CEO of W&W Communications. "We are excited to bepart of an exciting and dynamic company. We look forward to acceleratingour design win momentum significantly by leveraging Cavium's customerrelationships, sales channels and financial strength."
Conference Call
Cavium Networks will broadcast a conference call today, November 20, 2008,at 2:00 p.m. Pacific time (5:00 p.m. Eastern time) to discuss more detailsregarding this acquisition. The conference call will be available via alive web cast on the investor relations section of the Cavium Networkswebsite at http://www.caviumnetworks.com. Please access the website atleast a few minutes prior to the start of the call in order to download andinstall any necessary audio software. An archived web cast replay of thecall will be available on the web site for a limited period of time.
About Cavium Networks
Cavium Networks is a leading provider of highly integrated semiconductorproducts that enable intelligent processing in networking, communications,storage, wireless and security applications. Cavium Networks offers a broadportfolio of integrated, software compatible processors ranging inperformance from 10 Mbps to 20 Gbps that enable secure, intelligentfunctionality in enterprise, data-center, broadband/consumer and access &service provider equipment. Cavium Networks processors are supported byecosystem partners that provide operating systems, tool support, referencedesigns and other services. Cavium Networks principal offices are inMountain View, CA with R&D locations in California, Massachusetts, Taiwanand India. For more information, please visit:http://www.caviumnetworks.com.
About W&W Communications, Inc.
W&W Communications is a fabless semiconductor company, which developsbest-in-class video compression solutions for consumer, professional,enterprise and infrastructure applications. The company is headquartered inSunnyvale, CA with an offshore center in Beijing, China.
Forward-Looking Statements
This press release contains forward-looking statements regarding futureevents that involve risks and uncertainties. Words such as "will" and"expect" and similar expression are intended to identify forward-lookingstatements. These forward-looking statements are based upon Cavium'scurrent expectations. Forward-looking statements involve risks anduncertainties, as well as assumptions that if they do not fully materializeor prove incorrect, could cause our results to differ materially from thoseexpressed or implied by such forward-looking statements. The risks anduncertainties that could cause our results to differ materially from thoseexpressed or implied by such forward-looking statements include but are notlimited to, the consummation of the acquisition; the rate of new designwins; the rate at which existing design wins go into production;technological advances; pricing pressures; general economic conditions;development of new products and technologies; manufacturing difficulties;whether Cavium Networks is successful in marketing its products; thesuccess of integrating W&W Communications' products with Cavium's productsand other risks and uncertainties described more fully in our documentsfiled with or furnished to the Securities and Exchange Commission. Moreinformation about these and other risks that may impact Cavium's businessare set forth in the "Risk Factors" section of Cavium's Quarterly Report onForm 10-Q filed with the Securities and Exchange Commission on November 12,2008 and Cavium's Form 10K filed with on March 10, 2008. Cavium expresslydisclaims any obligation or undertaking to release publicly any updates orrevisions to any forward-looking statements contained herein.
Cavium Networks Contact:Angel AtondoMarketing ManagerTel: (650) 623-7033Email: Email Contact
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