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8-K - FORM 8-K - BROADCOM CORP | a59040e8vk.htm |
EX-99.2 - EX-99.2 - BROADCOM CORP | a59040exv99w2.htm |
Exhibit 99.1
Contacts
Press Contact
|
Investor Relations | |
Bill Blanning
|
Chris Zegarelli | |
Vice President, Global Media Relations
|
Director, Investor Relations | |
949-926-5555
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949-926-7567 | |
blanning@broadcom.com
|
czegarel@broadcom.com |
Preliminary Settlement Reached in Stock Options Derivative Lawsuit
Broadcom Corporation (Nasdaq: BRCM) today announced
that the remaining defendants in the federal consolidated shareholder derivative action
relating to the companys historical stock option accounting practices have entered into a
settlement. Federal shareholder derivative actions were filed in 2006 by certain named
shareholder plaintiffs against each of the then members of Broadcoms Board of Directors
and certain current and former officers. The actions, which were later consolidated,
sought recovery for the companys benefit.
As previously disclosed, in August 2009 Broadcom, through its Special Litigation Committee,
plaintiffs and certain of the defendants entered into a partial settlement in the federal
derivative action. The partial settlement resolved all claims in the action, other than
those against three individuals: Dr. Henry T. Nicholas, III, Broadcoms former President
and Chief Executive Officer and former Co-Chairman of the Board, William J. Ruehle,
Broadcoms former Chief Financial Officer, and Dr. Henry Samueli, Broadcoms Chief
Technical Officer and current nominee to the Board. The preliminary settlement announced
today will resolve those remaining claims.
The settlement is subject to approval by the United States District Court for the
Central District of California. If the settlement is given final approval by the
Court, among other things:
| Broadcom will receive payment from Dr. Nicholas of $26.6 million; | ||
| Mr. Ruehle will execute a Notice of Dismissal with Prejudice of an action filed by him against Broadcom, which seeks damages in excess of $26 million; | ||
| Broadcom will cancel unexercised Broadcom stock options held by Dr. Samueli of $24.3 million, which amount was determined for purposes of the settlement1; | ||
| Dr. Samueli will contribute $2.3 million in cash to the Broadcom Foundation; and | ||
| Dr. Nicholas, Mr. Ruehle and Dr. Samueli will be dismissed with prejudice from the federal consolidated shareholder derivative litigation. |
If the Court accepts the parties proposed schedule for approving the settlement, it is
expected that a final approval hearing will occur before the end of the second quarter,
ending June 30, 2011. In connection with the proposed settlement, Broadcom currently
expects to report a one-time gain of approximately $50 million during the quarter in
which Broadcom receives the cash payment from Dr. Nicholas and Dr. Samuelis stock
options are
cancelled.1 Broadcom has agreed to pay plaintiffs counsel $25
million of the settlement proceeds for attorneys fees, expenses, and costs, subject to
1 | The valuation of Dr. Samuelis unexercised stock options for purposes of determining the impact to the Companys statement of income will be determined at the time of Court approval using a Black-Scholes analysis, which would incorporate the closing price of the Companys Class A common stock on the date of Courts approval. |
Court approval. In addition, upon final Court approval and receipt of the settlement
consideration, Broadcom expects to contribute $25 million to the Broadcom Foundation.
Accordingly, it is expected that the settlement will have a neutral effect on Broadcoms
consolidated statement of income in the quarter in which such settlement occurs.
We are pleased to report that this long-running litigation is drawing to a close, said
Scott McGregor, Broadcoms Chief Executive Officer. At the same time we are gratified
that we can devote a portion of this one-time gain to the Broadcom Foundation to further
support STEM education programs and a range of community services.
About Broadcom
Broadcom Corporation is a prominent technology innovator and global leader in semiconductors for
wired and wireless communications. Broadcom products enable the delivery of voice, video, data and
multimedia to and throughout the home, the office and the mobile environment. We provide the
industrys broadest portfolio of state-of-the-art system-on-a-chip and embedded software solutions
to manufacturers of computing and networking equipment, digital entertainment and broadband access
products, and mobile devices. These solutions support our core mission: Connecting everything®.
Broadcom, one of the worlds largest fabless communications semiconductor companies, with 2010
revenue of $6.82 billion, holds more than 4,800 U.S. and 2,000 foreign patents, and has more than
7,800 additional pending patent applications, and one of the broadest intellectual property
portfolios addressing both wired and wireless transmission of voice, video, data and multimedia.
A FORTUNE 500® company, Broadcom is headquartered in Irvine, Calif., and has offices and research
facilities in North America, Asia and Europe. Broadcom may be contacted at +1.949.926.5000 or at
www.broadcom.com.
Cautions Regarding Forward-Looking Statements:
All statements included or incorporated by reference in this release, other than statements or
characterizations of historical fact, are forward-looking statements. These forward-looking
statements are based on our current expectations, estimates and projections about our industry and
business, managements beliefs, and certain assumptions made by us, all of which are subject to
change. Forward-looking statements can often be identified by words such as anticipates,
expects, intends, plans, predicts, believes, seeks, estimates, may, will,
should, would, could, potential, continue, ongoing, similar expressions, and variations
or negatives of these words. Examples of such forward-looking statements include, but are not
limited to, references to court approval and timing of the preliminary settlement of the derivative
actions the expected amount of the gain from the settlement, and Broadcoms intended contribution to the Broadcom Foundation. These forward-looking
statements are not guarantees of future results and are subject to risks, uncertainties and
assumptions that could cause our actual results to differ materially and adversely from those
expressed in any forward-looking statement.
Important risk factors that may cause such a difference for Broadcom, include, but are not limited
to, attaining final court approval of the settlement and the closing
price of the Companys Class A common stock on the date of Courts approval.
Our Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports
on Form 8-K, and other Securities and Exchange Commission filings discuss the foregoing risks as
well as other important risk factors that could contribute to such differences or otherwise affect
our business, results of operations and financial condition. The forward-looking statements in this
release speak only as of this date. We undertake no obligation to revise or update publicly any
forward-looking statement, except as required by law.
BroadcomÒ, the pulse logo, Connecting everythingÒ, and the Connecting everything
logo are among the trademarks of Broadcom Corporation and/or its affiliates in the United States.
Any other trademarks or trade names mentioned are the property of their respective owners.
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