Under the terms of the scheme agreement and scheme of arrangement, Creative will distribute U.S.$1.20 in cash and will issue 0.205 of a Creative ordinary share in exchange for each 3Dlabs common share outstanding.  Based on the approximately 30.8 million 3Dlabs common shares outstanding as of the closing that are not already owned by Creative Technology, Creative is paying approximately $37.0 million cash and will issue approximately 6.3 million Creative shares for the acquisition.