Campbell, CA - July 31, 2000 -- ZiLOG Inc. (formerly ZLG on the NYSE), the Extreme Connectivity Company, today announced its merger with San Jose, Calif., based Calibre Inc., a company in the emerging wireless connectivity market. Calibre is merging into ZiLOG with ZiLOG remaining as the surviving company.
"This merger enhances the product value that we deliver to our customers, and broadens our range of Extreme Connectivity solutions," said Curtis J. Crawford, Chairman, President and CEO of ZiLOG. "Calibre's engineering team has world-class talent in providing IrDA (Infrared Data Association) and Bluetooth wireless hardware and software solutions."
Founded in 1998, Calibre provides wireless connectivity solutions. It has also developed substantial Windows™ and Web-based software products that make it easier to establish, configure and operate various wireless connectivity technologies. Calibre delivers its solutions to companies such as Hewlett-Packard and Handspring.
Calibre provides a fully integrated family of products and services enabling universal wireless connectivity among and between portable computers, mobile information appliances, and the network infrastructure. Its products enable devices such as notebook PCs, digital cameras, mobile telephones and PDAs to quickly and easily exchange information, or communicate with a network, using an infrared (IR) or radio frequency (RF) link. This link eliminates the need for cables and, thus, becomes "The Universal Connector." By providing a total data transfer solution, Calibre provides OEMs and end-users complete subsystems for cordless connectivity, thus distinguishing itself from horizontally focused suppliers that provide either software or hardware alone.
On July 27, 2000, ZiLOG acquired all outstanding shares of Calibre in exchange for 625,000 shares of ZiLOG common stock. In connection with this acquisition, ZiLOG also agreed to convert all stock options that had vested pursuant to Calibre's 1998 Stock Option Plan. This results in 121,513 of ZiLOG common stock issuable to the holders of these options. In addition, up to 525,000 shares of common stock may be issued to Calibre in the event that Calibre achieves the financial goals set forth in the merger agreement within 12 months after closing the acquisition.
"Calibre's intellectual property and experience provides ZiLOG a new dimension in wireless connectivity," said Aydin Koc, Senior Vice President for ZiLOG and to whom the new business line will report. "They have been performing leadership roles in the development of the IrDA and Bluetooth consortia, and are able to provide complete hardware and software solutions for these markets. In addition, their connectivity management software, xConnect, is increasingly recognized as an enabler of many wireless data applications," Koc said. "Combining Calibre's intellectual property with ZiLOG's commitment to provide a range of connectivity solutions will enable ZiLOG to serve customers more comprehensively and effectively."
The merger between Calibre and ZiLOG underscores the company's commitment to its Extreme Connectivity strategy. ZiLOG develops microprocessor and microcontroller solutions designed to increase communication infrastructure bandwidth, support high data rate applications such as industrial control and factory automation, and deliver control and connectivity for smart devices.
"This is a tremendous opportunity for us to join a company that recognizes the potential of connectivity and is delivering the enabling technology," said Allan Hamilton, President and CEO of Calibre Inc. "ZiLOG provides a level of depth in sales and distribution, cost-effective manufacturing, and customer service that will enable us to better serve the high-volume applications that our customers develop."
IrDA is a global standard that is expected to be used in devices such as notebook computers, PDAs, cell phones, peripherals, and public phones.
Bluetooth wireless technology is expected to enhance the personal connectivity market by providing freedom from wired connections. It is a specification for a small-form factor, low-cost radio solution providing links between mobile computers, mobile phones and other portable handheld devices to the Internet.
"IrDA and Bluetooth technology pose tremendous potential for companies that can use wireless connectivity in their electronic devices," said Mike Watson, Calibre Chief Technology Officer and President of the IrDA. "More and more manufacturers are looking for the types of solutions that Calibre, now ZiLOG, is offering in wireless connectivity.
About ZILOG Inc.
ZiLOG, (formerly ZLG on the NYSE) the Extreme Connectivity Company, is a global design solutions company specializing in embedded and integrated circuits for the communications and embedded control markets. Headquartered in Campbell, Calif., ZiLOG employs approximately 1,300 people worldwide. ZiLOG maintains design centers in Campbell; Austin, Texas; Nampa, Idaho; Seattle, Wash.; and Bangalore, India, a worldwide customer service center in Austin, advanced manufacturing in Nampa and test operations in Manila, Philippines. www.zilog.com
Forward-Looking Statements are omitted