Intel to Acquire Xircom for Approximately $748 Million

NOTE: Intel and Xircom executives will host a teleconference to discuss the details of this agreement and answer questions today at 1 p.m. PST. Press and analysts may join the teleconference by dialing (913) 981-5517. The conference call will also be Webcast at www.intc.com. To listen to a replay of the conference call, please call (719) 457-0820, using code number 545199. The replay will be available from 4 p.m. PST on 1/15/01 until 4 p.m. PST on 1/29/01.

SANTA CLARA, Calif., Jan. 15, 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 lineup 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 10 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 20 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 organization will be part of Intel's Network Communications Group.

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 revenues of $492 million. Please visit www.xircom.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 that 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, 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 Dec. 25, 1999, for Intel.

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