NVIDIA to Acquire PortalPlayer - Combination to Create Application Processors to Power Next Generation of

Consumer Mobile Devices -



    SANTA CLARA, Calif., Nov. 6 /PRNewswire-FirstCall/ -- NVIDIA
 Corporation (Nasdaq:   NVDA), the worldwide leader in programmable graphics
 technologies, today announced that it has signed a definitive agreement to
 acquire San Jose, CA-based PortalPlayer, Inc. (Nasdaq:   PLAY), a leading
 supplier of semiconductors, firmware, and software for personal media
 players (PMPs) and secondary display-enabled computers. PortalPlayer, which
 was founded in 1999, is widely recognized for its pioneering technology,
 including the high-performance system-on-chip (SoC) technology which powers
 some of the world's most recognizable portable digital music players.
     (Logo: http://www.newscom.com/cgi-bin/prnh/20020613/NVDALOGO
             http://www.newscom.com/cgi-bin/prnh/20061106/SFM119LOGO )
     Under terms of the agreement, NVIDIA will pay $13.50 in cash for each
 outstanding share of PortalPlayer common stock, which represents a total
 purchase price of approximately $357 million, or approximately $161 million
 net of cash on PortalPlayer's balance sheet as of September 30, 2006. The
 purchase price represents approximately a 19 percent premium to the 20-day
 average closing price of PortalPlayer through Friday, November 3, 2006.
 This acquisition has been approved by the Board of Directors of each
 company and is subject to regulatory approvals and other customary closing
 conditions.
     "Modern mobile devices are miniaturized yet powerful multimedia
 computers. At the core of their architectures are complex Application
 Processors integrating microprocessors, system logic, networking, and
 multimedia processors," said Jen-Hsun Huang, president and CEO of NVIDIA.
 "With this acquisition, we are combining the two essential technologies of
 next-generation PMPs, PDAs, portable game players, and phones:
 PortalPlayer's innovative Application Processor technology and NVIDIA's
 industry-leading GPU technology. With the products created through this
 combination, we intend to drive the next digital revolution, where the
 mobile device becomes our most personal computer."
     "We are excited about the next chapter in our corporate history," added
 Richard Sanquini, chairman of the PortalPlayer Board of Directors. "We
 believe the deal is a win-win for our employees and shareholders. We have
 spent the past several months extensively exploring our strategic options.
 We feel the advantages offered by the NVIDIA acquisition are the most
 compelling, and that our customers and employees will benefit from NVIDIA's
 strong position in handheld GPU technologies and its vast resources and
 global reach."
     The acquisition of PortalPlayer is expected to accelerate NVIDIA's
 ongoing investment in its handheld product strategy. Today, NVIDIA's
 handheld technology, which combines high-quality graphics, TV, and video
 with low power and a small footprint, is at the foundation of many
 industry-leading portable media devices, including phones from Motorola,
 Samsung, Kyocera, HTC, and Sony Ericsson.
     Goldman, Sachs & Co., served as financial advisor to NVIDIA. Cowen and
 Company, LLC served as financial advisor to PortalPlayer.
     More details will be provided during NVIDIA's quarterly conference call
 to be held on Thursday, November 9, 2006 at 2:00 p.m. (Pacific time). To
 listen to the conference call, please dial 706-679-0543; no password is
 required. The conference call will also be Web cast live (listen-only mode)
 at the following Web sites: www.nvidia.com and www.streetevents.com.
     Replay of the conference call will be available via telephone by
 calling 800-642-1687 (or 706-645-9291), passcode 1252977, until November
 16, 2006. The Web cast will be recorded and available for replay until the
 Company's conference call to discuss its financial results for its fourth
 quarter fiscal 2007.
     About PortalPlayer
     PortalPlayer develops semiconductor, firmware and software platforms
 for portable multimedia products such as personal media players and
 personal media display-enabled computers. PortalPlayer products empower
 consumers to quickly and easily manage, enjoy and have access to multimedia
 content and other forms of information. PortalPlayer is headquartered in
 San Jose, CA, with offices in Kirkland, WA, Taipei, Taiwan and Hyderabad,
 India. For more information, visit www.portalplayer.com .
     About NVIDIA
     NVIDIA Corporation is the worldwide leader in programmable graphics
 processor technologies. The Company creates innovative, industry-changing
 products for computing, consumer electronics, and mobile devices. NVIDIA is
 headquartered in Santa Clara, CA and has offices throughout Asia, Europe,
 and the Americas. For more information, visit www.nvidia.com .
     Certain statements in this press release including, but not limited to,
 statements regarding the anticipated benefits of the acquisition of
 PortalPlayer, the next generation of mobile devices, NVIDIA's ongoing
 investments in its handheld product strategy, the next digital revolution,
 and the NVIDIA conference call are forward-looking statements within the
 meaning of the Private Securities Reform Act of 1995 that are subject to
 risks and uncertainties that could cause results to be materially different
 than expectations. Such risks and uncertainties include, but are not
 limited to, the risk that we will not realize the anticipated benefits of
 this acquisition; that the merger will not be consummated; failure to
 receive regulatory approval for the acquisition; failure to obtain the
 approval of the PortalPlayer shareholders; risks associated with
 acquisitions including the ability to successfully integrate technologies,
 employees and operations; diversion of management's attention; retaining
 key employees; risks associated with international operations; trends in
 the semiconductor and handheld device industries; failure of handheld
 device initiatives; slower than anticipated growth of the market for
 handheld devices; the impact of competitive products and technological
 advances; reliance on third party manufacturers; market acceptance of new
 products and technologies and other risks detailed from time to time in the
 reports NVIDIA and PortalPlayer file with the Securities and Exchange
 Commission including NVIDIA's Form 10-Q for the quarter ended April 30,
 2006 and PortalPlayer's Form 10-Q for the period ended June 30, 2006.
 Copies of reports NVIDIA and PortalPlayer filed with the SEC are posted on
 the respective company's Web site and are available from NVIDIA or
 PortalPlayer without charge. These forward-looking statements are not
 guarantees of future performance and speak only as of the date hereof, and,
 except as required by law, NVIDIA and PortalPlayer disclaim any obligation
 to update these forward-looking statements to reflect future events or
 circumstances.
     Additional Information and Where to Find It
     PortalPlayer will file a proxy statement with the SEC in connection
 with the proposed merger. Investors and shareholders are urged to read the
 proxy statement when it becomes available and any other relevant documents
 filed with the SEC because they will contain important information
 regarding NVIDIA, PortalPlayer, the proposed merger, the persons soliciting
 proxies in connection with the proposed merger on behalf of PortalPlayer
 and the interests of those persons in the proposed merger and related
 matters. PortalPlayer intends to mail the proxy statement to its
 stockholders as soon as practicable. Investors and shareholders will be
 able to obtain a copy of the proxy statement and other documents filed by
 PortalPlayer with the SEC free of charge at the Web site maintained by the
 SEC at http://www.sec.gov. In addition, documents filed with the SEC by
 PortalPlayer are available free of charge by contacting PortalPlayer
 Investor Relations (Kristine Mozes, 781-652-8875).
     Participants in Solicitation
     PortalPlayer, its directors, executive officers, and employees may be
 deemed to be participants in the solicitation of proxies from the
 PortalPlayer shareholders in connection with the proposed merger and
 related items. Information regarding the directors and executive officers
 of PortalPlayer and their ownership of PortalPlayer stock is set forth in
 PortalPlayer's proxy statement for PortalPlayer's 2006 annual meeting of
 stockholders. Investors may obtain additional information regarding the
 interests of those participants by reading the proxy statement when it
 becomes available.
     NOTE: All company and/or product names may be trade names, trademarks
 and/or registered trademarks of the respective owners with which they are
 associated. Features, pricing, availability, and specifications are subject
 to change without notice.
 
 

SOURCE NVIDIA Corporation; PortalPlayer, Inc.

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