Pinnacle Systems (NASDAQ:PCLE)
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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.