OFFER DECLARED WHOLLY UNCONDITIONAL

 

TIDMINN 
 
RNS Number : 2325P 
Broadcom International Ltd 
13 July 2010 
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR 
FROM ANY RESTRICTED JURISDICTION OR ANY OTHER JURISDICTION WHERE TO DO THE SAME 
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 
FOR IMMEDIATE RELEASE 
13 July 2010 
 
 
                         BROADCOM INTERNATIONAL LIMITED 
                                (the "Offeror") 
    (a wholly owned indirect subsidiary of Broadcom Corporation ("Broadcom")) 
 
                             RECOMMENDED CASH OFFER 
 
                                      for 
 
                      INNOVISION RESEARCH & TECHNOLOGY PLC 
                                 ("Innovision") 
 
OFFER DECLARED WHOLLY UNCONDITIONAL 
 
Introduction 
On 18 June 2010, the boards of the Offeror and Innovision announced the terms of 
a recommended cash offer for the entire issued and to be issued ordinary share 
capital of Innovision to be made by the Offeror. 
The terms of and conditions to the Offer were set out in an Offer Document and 
Form of Acceptance, which were posted to Innovision Shareholders on 18 June 
2010. 
The Offeror announces today that all of the conditions to its recommended Offer 
have been satisfied or waived and, accordingly, the Offer is wholly 
unconditional. 
Levels of acceptances 
As at 3.30 p.m. (London time) on 12 July 2010, the Offeror had received valid 
acceptances from Innovision Shareholders in respect of 71,936,369 Innovision 
Shares, representing approximately 78.57 per cent. of the existing issued share 
capital of Innovision, which may count towards the satisfaction of the 
Acceptance Condition to the Offer (as set out in paragraph 1(a) of Part A of 
Appendix I to the Offer Document). 
These acceptances include acceptances of the Offer by (a) all of the Innovision 
Directors (pursuant to the irrevocable undertakings given by them as described 
in the Offer Document) in respect of, in aggregate, 274,317 Innovision Shares, 
representing approximately 0.3 per cent. of the existing issued share capital of 
Innovision (b) certain of the Innovision Shareholders (pursuant to the 
irrevocable undertakings given by them as described in the Offer Document) in 
respect of, in aggregate, 27,615,897 Innovision Shares, representing 
approximately 30.16 per cent. of the existing issued share capital of Innovision 
and (c) certain of the Innovision Shareholders (pursuant to the letters of 
intent given by them as described in the Offer Document) in respect of, in 
aggregate, 12,025,175 Innovision Shares, representing approximately 13.14 per 
cent. of the existing issued share capital of Innovision. 
Interests in relevant securities 
As at 5.00 p.m. (London time) on 12 July 2010, the Offeror had interests in 
9,640,611 Shares, representing approximately 10.53 per cent. of the existing 
issued share capital of Innovision.  Such shares were acquired by the Offeror 
from 2 Innovision Shareholders on 06 July 2010. 
Acceptance Condition reduced and Offer wholly unconditional 
The Offeror announces that it has reduced the percentage of Innovision Shares 
required to satisfy the Acceptance Condition to 50 per cent. plus one Innovision 
Share.  Accordingly, in light of the acceptances referred to above, the Offer 
has become unconditional as to acceptances. 
All of the other conditions to the Offer have now been satisfied or waived and, 
accordingly, the Offer is wholly unconditional. 
Extension of the Offer and further acceptances 
The Offeror announces that the Offer will remain open for acceptance until 
further notice. At least 14 days' notice will be given prior to the closing of 
the Offer to those Innovision Shareholders who have not then accepted the Offer. 
Innovision Shareholders who have not accepted the Offer are urged to do so 
without delay. 
To accept the Offer for Innovision Shares held in certificated form, Innovision 
Shareholders should complete, sign and return the Form of Acceptance, which 
accompanies the Offer Document, in accordance with the instructions contained 
therein and set out in the Offer Document as soon as possible. 
To accept the Offer for Innovision Shares held in uncertificated form (that is, 
in CREST), Innovision Shareholders should follow the procedure for electronic 
acceptance through CREST in accordance with the instructions set out in the 
Offer Document as soon as possible. 
Copies of the Offer document can be downloaded from the Offeror website at 
www.broadcom.com and from the Innovision website at www.innovision-group.com. 
The offer document is available for inspection during normal business hours on 
any weekday (Saturdays, Sundays and public holidays excepted) at the offices of 
Latham & Watkins, 99 Bishopsgate, London, EC2M 3XF during the Offer Period. 
Delisting, cancellation of trading and re-registration 
As set out in paragraph 11 of Part 2 of the Offer Document, following receipt of 
acceptances which result in the Offeror carrying, in aggregate, 75 per cent. or 
more of the voting rights attaching to the issued share capital of Innovision, 
the Offeror intends to procure that Innovision applies for the cancellation of 
the admission to trading of Innovision Shares on AIM.  It is anticipated that 
the cancellation of admission to trading will take effect no earlier than 20 
Business Days after the date on which the Offeror has, by virtue of its 
shareholdings and acceptances of the Offer, acquired or agreed to acquire Shares 
carrying 75 per cent. of the voting rights attaching to the issued share capital 
of Innovision.  Such cancellation and delisting will reduce the liquidity and 
marketability of any Innovision Shares not assented to the Offer. 
Following such cancellation and delisting, the Offeror intends to procure that 
Innovision re-registers from a public limited company to a private limited 
company. 
Compulsory acquisition 
The Offeror intends, in the event that it receives acceptances of the Offer in 
respect of, or otherwise acquires, 90 per cent. or more of the Innovision Shares 
to which the Offer relates, to exercise its rights pursuant to the relevant 
provisions of the Companies Act 2006 to acquire compulsorily any remaining 
Innovision Shares to which the Offer relates on the same terms as the Offer. 
Settlement 
Except as provided otherwise in the Offer Document, settlement of the 
consideration to which Shareholders are entitled under the Offer will be 
despatched to validly accepting Shareholders: (i) in the case of acceptances 
received, valid and complete in all respects on or before the date of this 
announcement, on or before 27 July 2010; or (ii) in the case of acceptances 
received, valid and complete in all respects, after such date but while the 
Offer remains open for acceptance, within 14 days of such receipt, and in either 
case in the manner described in paragraph 15 of Part 2 of the Offer Document. 
Enquiries: 
 
Offeror / Broadcom: 
Broadcom Investor Relations 
                         +1. 949.926.5663 
T. Peter Andrew 
Vice President, Corporate Communications 
 
Cenkos (financial adviser to Broadcom Corporation and the Offeror): 
Nicholas Wells / Ivonne Cantu 
                         +44.20.7397.8920 
 
Innovision: 
David Wollen / Brian McKenzie 
                       +44.1285.888.200 
 
KBC Peel Hunt Ltd (financial adviser to Innovision): 
Jonathan Marren/David Anderson 
                      +44.20.7418.8900 
 
ICIS (financial PR adviser to Innovision): 
Caroline Evans-Jones/ Hilary Millar 
                        +44.20.7651.8688 
 
Together, the Offer Document, and, in the case of Innovision Shares held in 
certificated form, the Form of Acceptance contain the full terms and conditions 
of the Offer, including details of how the Offer may be accepted.  Please 
carefully read this announcement, the Offer Document, and, in the case of Shares 
in certificated form, the Form of Acceptance in their entirety before making a 
decision with respect to the Offer. 
Capitalised terms used but not defined in this announcement shall have the 
meaning given to them in the Offer Document. 
Cenkos, which is authorised and regulated in the United Kingdom by the Financial 
Services Authority, is acting exclusively for Broadcom and the Offeror and no 
one else in connection with the Offer and will not be responsible to anyone 
other than Broadcom and the Offeror for providing the protections afforded to 
its customers or for providing advice in relation to the Offer or in relation to 
the contents of this announcement or any transaction or arrangement referred to 
herein.  Neither Cenkos nor any of its subsidiaries, branches or affiliates owes 
or accepts any duty, liability or responsibility whatsoever (whether direct or 
indirect, whether in contract, tort, under statute or otherwise) to any person 
who is not a client of Cenkos in connection with this announcement, any 
statement contained herein or otherwise. 
KBC Peel Hunt, which is authorised and regulated in the United Kingdom by the 
Financial Services Authority, is acting exclusively for Innovision and no one 
else in connection with the Offer and will not be responsible to anyone other 
than Innovision for providing the protections afforded to its customers or for 
providing advice in relation to the Offer or in relation to the contents of this 
announcement or any transaction or arrangement referred to herein.  Neither KBC 
Peel Hunt nor any of its subsidiaries, branches or affiliates owes or accepts 
any duty, liability or responsibility whatsoever (whether direct or indirect, 
whether in contract, tort, under statute or otherwise) to any person who is not 
a client of KBC Peel Hunt in connection with this announcement, any statement 
contained herein or otherwise. 
IMPORTANT INFORMATION 
In making their decision, Innovision Shareholders must rely on their own 
examination of Broadcom, the Offeror and Innovision and the terms of the Offer, 
including the merits and risks involved.  The contents of this announcement, the 
Offer Document, including any general advice or recommendations contained 
herein, and the Form of Acceptance are not to be construed as legal or business 
advice.  Innovision Shareholders should consult their own lawyer or financial 
adviser for independent advice. 
Overseas Shareholders 
Unless otherwise determined by the Offeror and permitted by applicable law and 
regulation, the Offer is not being, and will not be, made, directly or 
indirectly, in or into, or by the use of the mails of, or by any other means 
(including, without limitation, electronic mail, facsimile transmission, telex, 
telephone, internet or other forms of electronic communication) of interstate or 
foreign commerce of, or any facility of a national securities exchange of any 
Restricted Jurisdiction (as defined herein) and will not be capable of 
acceptance by any such use, means or facility or from within any such Restricted 
Jurisdiction.  Accordingly, unless otherwise determined by the Offeror, copies 
of this document and any documentation relating to the Offer are not being, and 
must not be, directly or indirectly, mailed or otherwise forwarded, distributed 
or sent in, into or from any Restricted Jurisdiction.  Persons receiving such 
documents (including custodians, nominees and trustees) must not mail or 
otherwise forward, distribute or send any such documents in or into or from any 
such Restricted Jurisdiction, as doing so may invalidate any purported 
acceptance of the Offer. 
The availability of the Offer to persons who are not resident in the UK may be 
affected by the laws of their relevant jurisdiction.  Such persons should inform 
themselves about and observe any applicable legal and/or regulatory requirements 
of their jurisdiction and should read the paragraphs set out below. 
The distribution of this document in jurisdictions other than the United Kingdom 
may be restricted by the laws of those jurisdictions and therefore persons into 
whose possession this document comes should inform themselves about and observe 
any such restrictions.  Failure to comply with any such restrictions may 
constitute a violation of the securities laws of any such jurisdiction. 
Any person (including nominees, trustees and custodians) who would, or otherwise 
intends to, or may have a legal or contractual obligation to, forward this 
document and/or the Form of Acceptance and/or any related document to any 
jurisdiction outside the UK should read paragraph 5 of Part B and paragraph 3 of 
Part C of Appendix I to the Offer Document and the relevant provisions of the 
Form of Acceptance before taking any action. 
Cautionary statement regarding forward-looking statements 
This announcement may contain forward-looking statements concerning the Offeror, 
Broadcom, the Broadcom Group, Innovision and the Innovision Group.  Generally, 
the words 'will', 'may', 'should', 'continue', 'believes', 'expects', 'intends', 
'anticipates' or similar expressions identify forward-looking statements.  The 
forward-looking statements involve risks and uncertainties that could cause 
actual results to differ materially from those suggested by them.  Many of these 
risks and uncertainties relate to factors that are beyond the companies' 
abilities to control or estimate precisely, such as future market conditions and 
the behaviours of other market participants, and, therefore, undue reliance 
should not be placed on such statements which speak only as at the date of this 
announcement.  None of the Offeror, Broadcom, any member of the Broadcom Group, 
Innovision or any member of the Innovision Group can give any assurance that 
such forward looking statements will prove to have been correct.  The reader is 
cautioned not to place undue reliance on these forward-looking statements, which 
speak only as of the date of this document.  None of the Offeror, Broadcom, any 
member of the Broadcom Group, Innovision or any member of the Innovision Group 
assumes any obligation to update or revise publicly any of the forward-looking 
statements set out herein, whether as a result of new information, future events 
or otherwise, except as required pursuant to applicable law. 
Dealing disclosure requirements 
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any 
class of relevant securities of Innovision must make an Opening Position 
Disclosure following the commencement of the offer period.  An Opening Position 
Disclosure must contain details of the person's interests and short positions 
in, and rights to subscribe for, any relevant securities of Innovision.  An 
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made 
by no later than 3.30 pm (London time) on the 10th business day following the 
commencement of the offer period.  Relevant persons who deal in the relevant 
securities of Innovision prior to the deadline for making an Opening Position 
Disclosure must instead make a Dealing Disclosure. 
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% 
or more of any class of relevant securities of Innovision must make a Dealing 
Disclosure if the person deals in any relevant securities of Innovision.  A 
Dealing Disclosure must contain details of the dealing concerned and of the 
person's interests and short positions in, and rights to subscribe for, any 
relevant securities of Innovision, save to the extent that these details have 
previously been disclosed under Rule 8.  A Dealing Disclosure by a person to 
whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on 
the business day following the date of the relevant dealing. 
If two or more persons act together pursuant to an agreement or understanding, 
whether formal or informal, to acquire or control an interest in relevant 
securities of Innovision, they will be deemed to be a single person for the 
purpose of Rule 8.3. 
Opening Position Disclosures must also be made by Innovision and the Offeror and 
Dealing Disclosures must also be made by Innovision, the Offeror and by any 
persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). 
Details of the companies in respect of whose relevant securities Opening 
Position Disclosures and Dealing Disclosures must be made can be found in the 
Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, 
including details of the number of relevant securities in issue, when the offer 
period commenced and when any offeror was first identified.  If you are in any 
doubt as to whether you are required to make an Opening Position Disclosure or a 
Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on 
+44.20.7638.0129. 
Certain of the terms used above in this section "Dealing Disclosure 
Requirements" are defined in the Code, which can also be found on the Panel's 
website. 
About Broadcom 
Broadcom Corporation is a major 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 industry's broadest 
portfolio of state-of-the-art system-on-a-chip and 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 world's largest fabless communications semiconductor 
companies, with 2009 revenue of $4.49 billion, and holds more than 4,050 U.S. 
and 1,650 foreign patents, and has more than 7,900 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. 
Broadcom , the pulse logo, Connecting everything , and the Connecting everything 
logo are among the trademarks of Broadcom Corporation and/or its affiliates in 
the United States, certain other countries and/or the EU. Any other trademarks 
or trade names mentioned are the property of their respective owners. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
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