SONICblue, ReplayTV Sign Definitive Agreement

Acquisition To Facilitate SONICblue's Expansion Into Video-Based Home Entertainment Products

27-Mar-01

SONICblueô Incorporated (NASDAQ: SBLU), a leader in the converging Internet, digital media and consumer device markets, announced it has signed a definitive agreement to acquire ReplayTVÆ, Inc., a creator of personal television and an industry-leading licensor of software technology for networked home entertainment products.Under the terms of the agreement, SONICblue will issue an aggregate of 15.5 million shares of common stock and options and warrants to purchase shares of SONICblue common stock in exchange for all of ReplayTV's outstanding equity interests, and ReplayTV will become a wholly owned subsidiary of SONICblue. The acquisition is intended to qualify as a tax-free reorganization and to be accounted for as a purchase. Completion of the transaction is subject to regulatory and ReplayTV stockholder approval, and the satisfaction of other customary closing conditions.""SONICblue has established itself as the leader in digital audio with our Rio products encompassing portable, home and automotive solutions,"" said Ken Potashner, CEO and Chairman, SONICblue. ""We believe that the ReplayTV technology will enable us to scale our strategy to include a broad array of video based products, applications and services.""""With the completion of this acquisition, ReplayTV will have the technical and financial resources needed to bring the future of home entertainment to consumers,"" said Anthony Wood, Founder and Chief Executive Officer of ReplayTV. ""Going forward, we intend to focus on profitability and on working with our partners to create a consumer entertainment experience that is unmatched by anyone else in the market.""For more information about ReplayTV, Inc., visit www.replaytv.com. For more information about SONICblue Incorporated, visit www.SONICblue.com.

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http://www.replaytv.com
http://www.SONICblue.com