Harmonic Completes Acquisition of Omneon

Harmonic Inc., a leading provider of broadcast and on-demand video delivery solutions, today announced that it has completed the acquisition of Omneon, Inc., a leading provider of video production and playout solutions for many of the world’s premier media companies, for aggregate consideration of approximately $194 million in cash and approximately 17.1 million shares of its common stock. This represents an enterprise value of approximately $273 million, based on the value of Harmonic's common stock as set forth in the definitive acquisition agreement and net of Omneon’s cash balances.

“By bringing together a powerful range of market-leading technologies that span content contribution through delivery, and leveraging strong relationships with content producers and service providers around the globe, Harmonic is now uniquely positioned as a global leader in video infrastructure for the digital media industry,” said Patrick Harshman, President and CEO of Harmonic. “In combination with Omneon, we expect to deepen our relationships with global media companies, enabling them to create, package and deliver the next generation of video-centric media services.”

The transaction is expected to be neutral to Harmonic’s non-GAAP net income in 2010 and to be accretive to non-GAAP net income in 2011, excluding the amortization of intangibles and non-recurring charges such as restructuring and transaction costs. See “Use of Non-GAAP Financial Measures” below.

Due to the purchase accounting for the transaction, Harmonic cannot reasonably estimate the impact on GAAP net income at this time. The Company expects to report consolidated guidance when it reports its results for the third quarter of 2010 in October.