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London, 15th January 2001- Intel Corporation and Xircom, Inc. today
announced that they have entered into a definitive agreement under which
Intel, through a wholly owned subsidiary, would acquire Xircom for $25 per
share in an all-cash tender offer valued at approximately $748 million.

In
addition, Intel will assume all existing vested and unvested employee
options. The acquisition complements Intel’s existing desktop PC and
server-based network access businesses by enabling Intel to provide new
products for notebook and mobile computing uses.
Xircom, based in Thousand Oaks, Calif., is a supplier of PC cards and
other
products used to connect mobile computing devices to corporate networks
and
the Internet. Xircom is a leader in innovative small-form-factor
networking
products and has strong and well-established sales channel relationships.

"The acquisition of Xircom provides Intel with an award winning line-up of
products and technologies in the fast growing mobile computing area," said
Mark Christensen, Intel vice president and general manager of Intel’s
Network Communications Group. "Xircom’s strengths in small-form-factor
design combined with our silicon expertise will allow us to provide
customers with new and innovative solutions for linking mobile computing
devices to corporate wired and wireless networks."

"The combined strengths of Intel and Xircom will be a tremendous benefit
to
our customers," said Dirk Gates, Xircom chief executive officer.
"Customers
will have access to a more complete line of products and will benefit from
the innovation our combined companies will apply to mobile computing and
wireless networking."





The agreement provides for a cash tender offer to acquire all of the
outstanding shares of Xircom common stock at $25 per share, which will
commence within ten working days. The Board of Directors of Xircom has
approved the definitive agreement and has unanimously recommended that
Xircom stockholders tender their shares pursuant to the offer. Intel’s
obligations to accept shares tendered in the offer will be conditional
upon
the tender of a majority of outstanding Xircom shares on a fully diluted
basis, regulatory approvals and other customary conditions, and compliance
by Xircom with certain financial and business criteria. The tender offer
will expire twenty business days after it is commenced, but may be
extended
under certain circumstances. The current chief executive officer of
Xircom
has agreed to tender his shares in the offer. It is expected that all
shares not purchased in the tender offer will be converted into the right
to
receive $25 per share in a second-step merger following the tender offer.
The acquisition is expected to be completed in the first quarter of this
year. Upon completion of the acquisition, Xircom will become a wholly
owned
subsidiary of Intel. The organisation will be part of Intel’s Network
Communications Group.

Intel, the world’s largest chipmaker, is also a leading manufacturer of
computer, networking and communications products. Additional information
about Intel is available at www.Intel.com.
Xircom sells and supports its products in over 100 countries through
distributors, resellers, electronic channels and global OEM partnerships.
Headquartered in Thousand Oaks, Calif., with regional headquarters in
Belgium, Japan and Singapore. Xircom has 1,900 employees’ worldwide and
trailing four-quarter revenue of $492 million.

Please visit http://www.Xircom.com


http://www.frequency.com


for more information.







Xircom shareholders are advised to read the tender offer statement
regarding
the acquisition of Xircom referenced in this news release, which will be
filed by Intel and ESR Acquisition with the SEC, and the related
solicitation/recommendation statement which will be filed by Xircom with
the
SEC. The tender offer statement (including an offer to purchase, letter
of
transmittal and related tender offer documents) and the
solicitation/recommendation statement will contain important information
which should be read carefully before any decision is made with respect to
the offer. These documents will be made available to all shareholders of
Xircom at no expense to them. These documents also will be available at
no
charge at the SEC's web site, http://www.sec.gov


Today’s press release contains forward-looking statements based on current
expectations or beliefs, as well as a number of assumptions about future
events. These statements AND all other statements that may be made on
this
call that are not historical facts, are subject to factors and
uncertainties
that could cause actual results to differ materially from those described
in
the forward-looking statements. The reader is cautioned not to put undue
reliance on these forward-looking statements, which are not a guarantee of
future performance and are subject to a number of uncertainties and other
factors, many of which are outside the control of Intel and Xircom. The
forward-looking statements in this release address a variety of subjects
including, for example, the expected date of closing of the acquisition
and
the potential benefits of the acquisition. The following factors, among
others, could cause actual results to differ materially from those
described
in these forward-looking statements: the risk that Xircom’s businesses
will
not be successfully integrated with Intel's business; costs associated
with
the acquisition; the successful completion of the acquisition; matters
arising in connection with the parties' efforts to comply with applicable
regulatory requirements relating to the transaction; increased competition
and technological changes in the industries in which Intel and Xircom
compete; impact of events outside the United States such as the business
impact of fluctuating currency rates or unrest or political instability in
a
locale; finally, current negative trends in global economic conditions
make
it particularly difficult at present to predict product demand and other
related matters. For a detailed discussion of these and other cautionary
statements, please refer to Intel’s filings with the Securities and
Exchange
Commission, including the Annual Report on Form 10-K for the year ended
December 25, 1999 for Intel.

Xircom press contacts:

PR Consultants

Bluegrass Communications

Nick Barrance, Emma Gurd

Tel: 01264 323141

Fax: 01264 323251

nick.barrance@bluegrass.co.uk


Press & Analyst Contact

Xircom UK Ltd

Jackie Parton

Tel: 01256 345607

Fax: 01256 332553

jackie.parton@emea.xircom.com


For Sales information

General enquiry’s number: 01256 332552

International toll free number: 00800 7070 6060

E-mail: eservices@emea.xircom.com


Website: http://www.xircom.com

This press release was distributed by ResponseSource Press Release Wire on behalf of Bluegrass Marketing Communications in the following categories: Consumer Technology, Personal Finance, Business & Finance, Computing & Telecoms, for more information visit https://pressreleasewire.responsesource.com/about.