Avid Proposed Acquisition of Pinnacle Clears U.S. Antitrust Review
June 13 2005 - 7:30AM
Business Wire
Avid Technology, Inc. (NASDAQ: AVID) and Pinnacle Systems, Inc.
(NASDAQ: PCLE) today announced that they have been granted early
termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act, in connection with Avid's proposed
acquisition of Pinnacle. The transaction - which is expected to
close in the third calendar quarter of 2005 - remains subject to
shareholder approvals by both companies, as well as other customary
regulatory approvals and satisfaction of additional closing
conditions. Avid president and chief executive officer David Krall
said, "We are very pleased that the Justice Department has granted
early approval of our proposed acquisition of Pinnacle. We look
forward to completing the rest of the regulatory and stockholder
approval processes so that we can close the acquisition and begin
tapping the many opportunities that it presents for our business."
Avid has set a date of July 27, 2005, for its Annual Meeting of
Shareholders, at which its stockholders will be asked to vote on
the merger. Pinnacle has also set a date of July 27, 2005, for its
Special Meeting of Shareholders, at which its shareholders will be
asked to vote on the merger. Shareholders of record of Avid and
Pinnacle as of June 7, 2005, will be entitled to vote at their
respective meetings. On March 21, 2005, Avid and Pinnacle announced
that Avid 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
million in cash. IMPORTANT ADDITIONAL INFORMATION On June 10, 2005,
Avid filed with the SEC an amendment to its Registration Statement
on Form S-4 (Registration No. 333-124475), containing a Joint Proxy
Statement/Prospectus. Avid and Pinnacle plan to mail to their
respective stockholders a definitive Joint Proxy
Statement/Prospectus in connection with the proposed transaction.
The Registration Statement and the definitive 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 definitive Joint Proxy Statement/Prospectus carefully.
Investors and security holders are able to obtain free copies of
the Registration Statement and the Joint Proxy Statement/Prospectus
and other documents filed with the SEC by Avid and Pinnacle through
the website maintained by the SEC at www.sec.gov. In addition,
investors and security holders are able to obtain free copies of
the Registration Statement and the definitive Joint Proxy
Statement/Prospectus 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. Information regarding
Avid's directors and executive officers is contained in Avid's Form
10-K for the year ended December 31, 2004, as amended, which is
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, as amended, 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 Pinnacle's directors and
executive officers in the solicitations include severance payments,
retention payments, acceleration of options, and other potential
benefits for certain executive officers and directors of Pinnacle
that may be paid under pre-existing agreements, programs, and stock
option plans. The interests of Avid and Pinnacle's directors and
executive officers with respect to the proposed merger are more
specifically set forth in the Registration Statement and the Joint
Proxy Statement/Prospectus filed with the SEC, 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. Forward-looking Statements
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 definitive Joint Proxy
Statement/Prospectus 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.
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