Centillium Communications Sets Special Meeting of Stockholders for Oct. 24, 2008 to Vote on TranSwitch Corporation Merger
September 25 2008 - 4:35PM
PR Newswire (US)
Company Urges Shareholders to Vote Promptly Upon Receipt of Proxy
Materials FREMONT, Calif., Sept. 25 /PRNewswire-FirstCall/ --
Centillium Communications, Inc. (NASDAQ:CTLM), a leading provider
of highly innovative communications processing technology, today
announced that it has scheduled a special meeting of stockholders
for Oct. 24, 2008 at 9:00 a.m. Pacific time at its headquarters at
255 Fourier Ave. in Fremont, CA, to vote on its previously
announced merger with TranSwitch Corporation (NASDAQ:TXCC).
Stockholders of record as of the close of business on Aug. 25,
2008, will be entitled to vote at the special meeting. Based on
Centillium's capitalization as of Aug. 25, 2008, Centillium
stockholders would receive 0.5972 shares of TranSwitch common stock
and $0.3583 in cash for each share of Centillium common stock. The
merger consideration represented a premium of 41% on the day before
the transaction was announced based upon the preceding 30-day
average closing price. Centillium stockholders will own
approximately 16% of the combined company. However, it is important
to note that the exact amount payable to each stockholder in the
merger will depend upon Centillium's capitalization at the time of
the closing of the merger. Centillium also announced today that it
has filed its definitive proxy statement/prospectus relating to the
special meeting with the SEC. The proxy statement/prospectus
contains important information regarding the special meeting and
the proposed merger. Once received, stockholders are urged to read
the definitive proxy statement/prospectus and return the enclosed
proxy card voting FOR the transaction. If any stockholders have
questions or need assistance in voting their shares, they are
encouraged to call the company's proxy solicitor, MacKenzie
Partners, at 800-322-2885. Consummation of the proposed merger will
require, among other conditions, the affirmative vote of a majority
of Centillium shares outstanding. Assuming all other closing
conditions are satisfied, the merger is expected to close soon
after the required vote is obtained. About Centillium
Communications, Inc. Centillium Communications, Inc. (NASDAQ:CTLM)
delivers highly innovative communications processing technology for
global systems vendors targeting service provider, enterprise and
consumer markets. Centillium's high performance Systems-on-Chip
(SoC) products power leading edge optical, Voice- over-Internet
Protocol (VoIP), security and data systems requiring top quality,
highly integrated, very low power processing solutions that help
minimize the energy footprint of communications networks. With a
long heritage of technology leadership and first-to-market product
development, Centillium provides semiconductor solutions that keep
customers and end users at the forefront of the communications
evolution. Centillium is a global company with headquarters in
Fremont, CA. Additional information is available at
http://www.centillium.com/. Important Information for Investors and
Stockholders TranSwitch has filed a SEC Registration Statement on
Form S-4 (File No. 333-153148), as amended, and Centillium expects
to mail a definitive Proxy Statement/Prospectus to its stockholders
concerning the proposed merger of Centillium with a subsidiary of
TranSwitch. TRANSWITCH AND CENTILLIUM URGE INVESTORS AND
STOCKHOLDERS TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES
AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED BY EITHER PARTY
WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and stockholders may obtain the proxy
statement/prospectus and other documents filed with the SEC free of
charge at the website maintained by the SEC at http://www.sec.gov/.
In addition, documents filed with the SEC by TranSwitch will be
available free of charge on the investor relations portion of the
TranSwitch website at http://www.transwitch.com/. Documents filed
with the SEC by Centillium will be available free of charge on the
investor relations portion of the Centillium website at
http://www.centillium.com/. Participants in the Solicitation This
communication is not a solicitation of a proxy from any security
holder of Centillium. However, Centillium, and certain of its
directors and executive officers, may be deemed participants in the
solicitation of proxies from the stockholders of Centillium in
connection with the merger. The names of Centillium's directors and
executive officers and a description of their interests in
Centillium (including their ownership of Centillium stock) are set
forth in the proxy statement for Centillium's 2008 annual meeting
of stockholders, which was filed with the SEC on April 29, 2008.
Investors and stockholders can obtain more detailed information
regarding the direct and indirect interests of Centillium's
directors and executive officers in the merger by reading the
definitive proxy statement/prospectus when it becomes available.
Disclaimer Regarding Forward-Looking Statements This communication
contains forward-looking statements, including statements about the
anticipated timing of the special meeting of Centillium
stockholders, the anticipated timing of the completion of the
proposed merger involving Centillium and TranSwitch, and other
statements that are not historical facts. Investors and other
readers are cautioned that any forward- looking information is not
a guarantee of future results and that actual results could differ
materially from those contained in the forward-looking information
due to various risks and uncertainties. These include risks and
uncertainties relating to: Centillium's and TranSwitch's potential
inability to complete the merger because the conditions to the
closing of the merger may not be satisfied; the possibility that
the stockholder meeting will be postponed; and the risk that the
closing will be otherwise delayed. The risks included above are not
exhaustive. The annual reports on Form 10-K, the quarterly reports
on Form 10-Q, current reports on Form 8-K, any amendments thereto,
and other documents TranSwitch and Centillium have filed and will
file with the SEC contain additional factors that could impact each
company's business and performance and the combined company's
performance after the consummation of the merger. TranSwitch and
Centillium expressly disclaim any obligation or undertaking to
release publicly any updates or revisions to any such statements to
reflect any change in expectations or any change in events,
conditions or circumstances on which any such statement is based.
Centillium Communications and the Centillium Logo are trademarks of
Centillium Communications, Inc. in the United States and certain
other countries. All rights reserved. DATASOURCE: Centillium
Communications, Inc. CONTACT: Hassan Parsa, Vice President,
Business Development of Centillium Communications, Inc.,
+1-510-771-3624, ; or Christina L. Carrabino of CLC Communications,
Inc., +1-415-929-9307, , for Centillium Communications, Inc. Web
site: http://www.centillium.com/ http://www.transwitch.com/
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