CompuServe Thread

Did you think that Microsoft's purchase of Softimage was big news? Well… check THIS out: OTC 02/07 0750 SILICON GRAPHICS AND 3D SOFTWARE INNOVATORS ALIAS … Combined Company To Provide Key Tools To Emerging Digital Media Industry NEW YORK, Feb. 7 /PRNewswire/ — Silicon Graphics, Inc. (NYSE: SGI), Alias Research, Inc. (Nasdaq-NNM: ADDDF), and Wavefront Technologies, Inc. (Nasdaq: WAVE) today announced that they have entered into definitive merger agreements. The combined organizations bolster Silicon Graphics' commitment to the entertainment and creative design markets, and allow the company to architect the foundation necessary for software partners and customers to build the digital studio of the 21st Century. As a result of the mergers, Silicon Graphics will form a wholly owned, independent software subsidiary that will focus on developing the world's most advanced tools for the creation of digital content. Rob Burgess, currently president and CEO of Alias, will become president of the new company, and Mike Noling, currently president and CEO of Wavefront, will report to Burgess as vice president of operations. Martin Plaehn, currently Wavefront's executive vice president of corporate and product development, will also report to Burgess to lead the technical team. Under terms of the agreements, which were approved by the boards of directors of the respective companies, Alias stockholders will receive the equivalent of 0.90 shares of Silicon Graphics' common stock for each share of Alias common stock owned. Wavefront stockholders will receive 0.49 shares of Silicon Graphics' common stock for each share of Wavefront common stock owned. The closing prices for Silicon Graphics, Alias and Wavefront common stock on Friday, February 3, 1995, the last trading day prior to the board meetings to approve the transaction, were $31.25, $20.875 and $12.625, respectively. The shares to be issued by Silicon Graphics have a current market value of approximately $500 million. The merger will be accounted for on a pooling of interest basis and is expected to be non-dilutive to Silicon Graphics' fiscal year 1996 earnings. The transaction is expected to be tax-free for U.S. purposes for Wavefront shareholders. In the case of Alias, which is an Ontario, Canada corporation, the share exchange will be tax-free for Canadian resident shareholders but taxable for U.S. shareholders. The combined entities will receive approximately 9 percent of Silicon Graphics' resulting outstanding common stock. The merger is expected to close by June 30, 1995. "With the creation of this new subsidiary, Silicon Graphics extends its reach in defining the standard for visual realism and interactivity in the world's most demanding computing environments: entertainment and industrial design," said Edward R. McCracken, chairman and CEO of Silicon Graphics. "Leading-edge products from Alias and Wavefront are unique and immensely valuable. Embracing these assets will enable us to design the power tools that artists and innovators need to create the digital studio of the 21st Century." "The applications that will result from this merger will revolutionize the way our customers will work," said Rob Burgess, president and CEO of Alias. "Entertainment and creative design users will see amazing things happen to the software they're using today, and even greater capabilities emerge from our engineering labs tomorrow." "Over a decade ago, Wavefront Technologies and Silicon Graphics literally lit the fuse of the digital explosion in entertainment, and this merger is a natural next step," said Mike Noling, president and CEO of Wavefront. "By merging our talents and resources, collectively we will create products and solutions that articulate a powerful, exciting future for customers." The new subsidiary will continue to develop, market, sell and support existing product lines to a wide range of creative professionals, including 3D animators for film and video, game and multimedia developers, automotive stylists, industrial designers and graphic artists. Silicon Graphics' enhanced ability to provide sales, support and training services to customers will fuel growth in these markets. This new subsidiary will team with Silicon Studio, a subsidiary Silicon Graphics formed last year to focus on the entertainment market, to develop the world's most advanced system-level tools for creating digital content. This collaboration is expected to result in an open architecture that will provide significant benefits to customers who use multiple applications. The two organizations will also work together to accelerate development and delivery of FireWalker, a set of tools from Silicon Studio that will allow filmmakers and other entertainment authors to take original digital source materials and use them to create interactive titles. Through a dramatically new approach called Multimastering, these source materials can not only be used for the initial project — such as a film or game title — but can be redeployed to other interactive media, including CD-ROM, location-based entertainment and interactive television programming. The mergers follow Silicon Graphics' announcement last month that a total of 22 software companies and production studios have joined its Keystone(TM) software initiative. Pioneered by Silicon Graphics, with Alias and Wavefront as charter members, this new initiative provides the entertainment community with common application standards that greatly streamline the creative and production process with minimal data administration. Completion of the transactions are subject to customary conditions, including approval of Alias' and Wavefront's stockholders, and required governmental approvals. -0- 2/7/95 /CONTACT: Jill Grossman – Media, 415-390-1516, or Marilyn Lattin – Financial, 415-390-5070, both of Silicon Graphics; Franca Miraglia – Media, 416-362-9181, ext. 259, or Lorraine McAlpine – Financial, 416-362-9181, ext. 398, both of Alias; or Jonathan Hirshon – Media, 408-559-6090, or Carmine Napolitano – Financial, 805-962-8117, ext. 143, both o NEW YORK -DJ- Silicon Graphics, Inc. (SGI), reached definitive agreements to acquire Alias Research, Inc. (ADDDF), and Wavefront Technologies, Inc. (WAVE). Under terms of the agreements, which were approved by the boards of the respective companies, Alias stockholders will receive the equivalent of 0.90 shares of Silicon Graphics' common stock for each share of Alias common stock owned. Wavefront stockholders will receive 0.49 shares of Silicon Graphics' common stock for each share of Wavefront common stock owned. The shares to be issued by Silicon Graphics for the two companies have a current market value of about $500 million. The merger is expected to close by June 30. The merger will be accounted for on a pooling of interest basis and is expected to be non-dilutive to Silicon Graphics' fiscal year 1996 earnings. The transaction is expected to be tax-free for U.S. purposes for Wavefront shareholders. In the case of Alias, which is an Ontario, Canada corporation, the share exchange will be tax-free for Canadian resident shareholders but taxable for U.S. shareholders. The combined entities will receive about 9% of Silicon Graphics' resulting outstanding common stock. Silicon Graphics Inc. (SGI) that as a result of the two acquisitions, it will form a wholly owned, independent software subsidiary that will focus on developing tools for the creation of digital content. Rob Burgess, currently president and chief executive of Alias, will become president of the new subsidiary, and Mike Noling, currently president and chief executive of Wavefront, will report to Burgess as vice president of operations. Martin Plaehn, currently Wavefront's executive vice president of corporate and product development, will also report to Burgess Completion of the transactions are subject to customary conditions, including approval of Alias' and Wavefront's stockholders, and required governmental approvals. ——— So, what does this mean for us folks in the PC market? Well, the short version of my analysis is that since SGI has already stated clearly that they're not going to support any flavor of a Microsoft OS, this means that there is virtually no chance that Wavefront and Alias will ever release a product on the PC platform. Plus, there's going to be a lot of chaos in Toronto and Santa Barbara for quite awhile. It should be an interesting Siggraph! <g> – G