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CENTILLIUM COMMUNICATIONS COMPLETES ACQUISITION OF VENGINES, A LEADING DEVELOPER OF VOICE OVER PACKET SINGLE CHIP SOLUTIONS Centillium Strengthens Lead in the Voice-Data Convergence Market FREMONT, Calif.,
January 8, 2001 - Centillium Communications, Inc. (Nasdaq: CTLM), innovator of broadband communications technology, today announced that it has completed the acquisition of vEngines, Inc.
vEngines develops high-density voice processing semiconductor products which bridge circuit switched voice and packet-based data networks. This leading technology compresses voice traffic, converting it into digital packets, which can then travel on data networks. vEngines' targeted customer base includes communications equipment manufacturers that provide carrier and access voice gateways and remote access servers.
In connection with the acquisition, Centillium issued an aggregate of 813,915 shares of its Common Stock in exchange for all outstanding shares of vEngines Preferred and Common Stock and reserved 59,344 additional shares of Common Stock for issuance upon exercise of outstanding vEngines employee stock options. The share issuances were exempt from registration pursuant to section 3(a)(10) of the Securities Act of 1933, as amended. Approximately 36% of the shares issued will be held in escrow or restricted from resale pursuant to the terms of the acquisition agreement as well as various employee share repurchase agreements.
The merger transaction will be accounted for under the purchase method of accounting. Centillium expects to record a one-time charge for purchased in-process research and development expenses related to the acquisition in its first fiscal quarter, ending March 31, 2001.
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