Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
June 05 2015 - 5:18PM
Edgar (US Regulatory)
Filed pursuant to Rule 425 under the
Securities Act of 1933, as amended, and
deemed filed under Rule 14a-12 under the
Securities Exchange Act of 1934, as amended
Filer: Broadcom Corporation
Commission File No.: 000-23993
Subject Company: Broadcom Corporation
The
following slides are from a presentation by Avago Technologies Limited on June 5, 2015 to the employees of Broadcom Corporation.
Forward Looking
Statements
All statements included or incorporated by reference in this document, other than statements or characterizations of
historical fact, are forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements are based on Broadcoms current expectations, estimates and projections about its business and industry, managements beliefs, and certain assumptions made by Broadcom and Avago, all of which are subject to
change. Forward-looking statements can often be identified by words such as anticipates, expects, intends, plans, predicts, believes, seeks, estimates,
may, will, should, would, could, potential, continue, ongoing, similar expressions, and variations or negatives of these words. Examples of such
forward-looking statements include, but are not limited to, references to the anticipated benefits of the proposed transaction and the expected date of closing of the transaction. These forward-looking statements are not guarantees of future results
and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially and adversely from those expressed in any forward-looking statement.
Important risk factors that may cause such a difference in connection with the proposed transaction include, but are not limited to, the
following factors: (1) the risk that the conditions to the closing of the transaction are not satisfied, including the risk that required approvals from the shareholders of Avago or Broadcom for the transaction are not obtained;
(2) litigation relating to the transaction; (3) uncertainties as to the timing of the consummation of the transaction and the ability of each party to consummate the transaction; (4) risks that the proposed transaction disrupts the
current plans and operations of Avago or Broadcom; (5) the ability of Avago and Broadcom to retain and hire key personnel; (6) competitive responses to the proposed transaction; (7) unexpected costs, charges or expenses resulting from
the transaction; (8) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction; (9) the combined companies ability to achieve the growth prospects and synergies
expected from the transaction, as well as delays, challenges and expenses associated with integrating the combined companies existing businesses and the indebtedness planned to be incurred in connection with the transaction; and
(10) legislative, regulatory and economic developments. These risks, as well as other risks associated with the
proposed transaction, will be more fully discussed in the joint proxy statement/prospectus that will be included in the Registration Statement on Form S-4 that will be filed with the SEC in
connection with the proposed transaction. The forward-looking statements in this document speak only as of this date. Neither Broadcom nor Avago undertake any obligation to revise or update publicly any forward-looking statement to reflect future
events or circumstances.
In addition, actual results are subject to other risks and uncertainties that relate more broadly to
Broadcoms overall business, including those more fully described in Broadcoms filings with the Securities and Exchange Commission (SEC) including its annual report on Form 10-K for the fiscal year ended December 31,
2014, and its quarterly reports filed on Form 10-Q for the current fiscal year, and Avagos overall business and financial condition, including those more fully described in Avagos filings with the SEC including its annual report on Form
10-K for the fiscal year ended November 2, 2014, and its quarterly reports filed on Form 10-Q for its current fiscal year. The forward-looking statements in this document speak only as of date of this document. We undertake no obligation to
revise or update publicly any forward-looking statement, except as required by law.
Additional Information And Where To Find It
This document does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or
approval nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The proposed transaction
will be submitted to the shareholders of each of Broadcom and Avago for their consideration. Avago will file with the SEC a Registration Statement on Form S-4 that will include a joint proxy statement/prospectus of Broadcom and Avago. Each of
Broadcom and Avago will provide the joint proxy statement/prospectus to their respective shareholders. Broadcom and Avago also plan to file other documents with the SEC regarding the proposed transaction. This document is not a substitute for any
prospectus, proxy statement or any other document which Broadcom or Avago may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF BROADCOM AND AVAGO ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS
AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. You may obtain copies of all documents filed
with the SEC regarding this transaction, free of charge, at the SECs website (www.sec.gov). In addition, investors and shareholders will be able to obtain free copies of the joint proxy statement/prospectus and other documents filed with the
SEC by the parties on Broadcoms Investor Relations website (www.broadcom.com/investors) (for documents filed with the SEC by Broadcom) or Avago Investor Relations at (408) 435-7400 or investor.relations@avagotech.com (for documents
filed with the SEC by Avago, Holdco or New LP).
Participants in the Solicitation
Broadcom, Avago, and certain of their respective directors, executive officers and other members of management and employees, under SEC rules
may be deemed to be participants in the solicitation of proxies from Broadcom and Avago shareholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the
solicitation of Broadcom and Avago shareholders in connection with the proposed transaction will be set forth in the joint proxy statement/prospectus when it is filed with the SEC. You can find more detailed information about Broadcoms
executive officers and directors in its definitive proxy statement filed with the SEC on March 27, 2015. You can find more detailed information about Avagos executive officers and directors in its definitive proxy statement filed with the
SEC on February 20, 2015. Additional information about Broadcoms executive officers and directors and Avagos executive officers and directors can be found in the above-referenced Registration Statement on Form S-4 when it becomes
available.
Avago Technologies
Meeting with Broadcom Employees June 2015
Your Imagination, Our Innovation |
Your Imagination, Our Innovation Cautions Regarding Forward-Looking Statements Forward-Looking Statements Page 2 This communication contains forward-looking statements (including within the meaning of Section 21E of the United States
Securities Exchange Act of 1934, as amended, and Section
27A of the United States Securities Act of 1933, as amended) concerning Avago, Broadcom, Pavonia Limited (HoldCo), Safari Cayman LP (New LP), the proposed transactions and other matters. These statements may discuss goals, intentions
and expectations as to future plans, trends, events,
results of operations or financial condition, or otherwise, based on current beliefs of the management of Avago and Broadcom, as well as assumptions made by, and information currently available to, such management. Forward-looking statements may be
accompanied by words such as aim,
anticipate, believe, plan,
could, would, should, estimate, expect, forecast, future, guidance, intend, may, will, possible,
potential, predict,
project or similar words, phrases or expressions. These forward-looking statements are subject to various risks and uncertainties, many of which are outside the parties control. Therefore, you should not place undue reliance on such statements.
Factors which could cause actual results to differ from those projected
or contemplated in any such forward-looking statements include, but are not limited to, the following factors: (1) the risk that the conditions to the closing of the transaction are not satisfied, including the risk
that required approvals from the shareholders of Avago or
Broadcom for the transaction are not obtained; (2) litigation relating to the transaction; (3) uncertainties as to the timing of the consummation of the transaction and the ability of each party to consummate the transaction; (4) risks that the proposed
transaction disrupts the current plans and operations of
Avago or Broadcom; (5) the ability of Avago and Broadcom to retain and hire key personnel; (6) competitive responses to the proposed transaction; (7) unexpected costs, charges or expenses resulting from the transaction; (8) potential adverse reactions or changes
to business relationships resulting from the announcement
or completion of the transaction; (9) the combined companies ability to achieve the growth prospects and synergies expected from the transaction, as well as delays, challenges and expenses associated with integrating the combined companies existing
businesses and the indebtedness planned to be incurred in
connection with the transaction; and (10) legislative, regulatory and economic developments. The foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be
read in conjunction with statements that are included
herein and elsewhere, including the risk factors included in Broadcoms and Avagos most recent Quarterly Report on Form 10-Q and Annual Report on Form 10-K, respectively, and Broadcoms and Avagos more recent reports filed with the
SEC. Neither Broadcom nor Avago undertakes any
intent or obligation to publicly update or revise any of these forward looking statements, whether as a result of new information, future events or otherwise, except as required by law. |
Your Imagination, Our Innovation Today
Introduce Avago Review Transaction Answer Your Questions Page 3 |
Your Imagination, Our Innovation Heritage of Technology Publicly Traded on NASDAQ: AVGO Approx. 8,400 Employees HQ in San Jose and Singapore Market Cap: $34.0B (1) Enterprise Value: $37.0B (1) (1) as of May 27, 2015 |
Your Imagination, Our Innovation Avago Business Model: Sustainable Franchises Wireless Wired Storage Industrial WSD APD; FOPD DCD; PCD; DCSG; ECD IPD; IFPD; OPD; MCPD; IPL Effective Low cost Simple Avago Product Line Divisions (12 BUs across 4 End Markets) Global Operations (Supply Chain, QA) Global Sales G & A (Finance, HR, Legal, IT, WPS) Technology Leadership Established markets Stickiness Focused BU Franchises Avago Platform |
Your Imagination, Our Innovation Core Values
Win at leading customers Investing in technology leadership Lean and flat organization Aggressive compensation structure 1 2 3 4 |
Your Imagination, Our Innovation Focus on Proprietary Products Page 7 Core Technologies FBAR Filters High Speed SerDes Embedded Parallel Optics Storage Connectivity Optical Sensing End Markets Wired Enterprise Storage Industrial Wireless Product Lines FBAR Filters RF Front End Modules Industrial Fiber RAID & SAS Si/Adapters & PCIe Switches Optical Isolation Parallel Optics Fibre Channel and Ethernet Connectivity Motion Encoders ASIC SerDes Custom Flash Controllers HDD Read Channel/Preamps |
Your Imagination, Our Innovation Strategically and Financially Compelling Transaction Global semiconductor leader, with combined annual revenues of approximately $15 billion Enhanced scale and product breadth Broad portfolio of complementary category-leading franchises Levered to numerous secular growth trends Immediately accretive to non-GAAP EPS and cash flow Creates worlds leading diversified communications semiconductor company |
Your Imagination, Our Innovation Creates a Global Semiconductor Leader LTM Revenue ($B) Source: company filings as of May 27, 2015 Combined enterprise value of $77 billion Page 9 $55.9 $27.5 $15.1 $13.2 $10.5 $8.5 $7.3 $6.9 $6.6 $6.6 |
Your Imagination, Our Innovation Page 10 San Jose, CA Fort Collins, CO Matamoros, MEX Seoul, KR Singapore, SG Shanghai, CN Pune, IN Bangalore, IN Colorado Springs, CO Allentown, PA Regensburg, DE Boeblingen, DE Wuxi, CN Penang, MY Mendota Hts, MN Costa Mesa, CA Headquarters in Irvine, CA Broadcom Sites (>300 employees) Avago and Broadcom Footprint Irvine, CA Hyderabad, IN Israel, IL Singapore, SG Taiwan San Diego, CA San Jose, CA Santa Clara, CA Sunnyvale, CA United Kingdom China Bangalore, IN Avago Major Sites |
Your Imagination, Our Innovation VERY Broad Portfolio of Category-Leading Franchises Page 11 |
Your Imagination, Our Innovation Drive Towards a Very Profitable Financial Model + Sustainable and growing revenue Proven operating model with industry leading margins $750M of annual run rate synergies within 18 months of closing Strong cash flow generation & liquidity Track record of rapid deleveraging Note: Financials presented on non-GAAP basis, excluding stock-based compensation, amortization of intangible assets, and
other non-recurring expenses (1) Pro forma for
LSI, PLX and Emulex transactions (2) Depreciation estimated
as 3% of revenues Page 12
(2) Source: company filings as of May 27, 2015 |
Your Imagination, Our Innovation Avago Stock has Outperformed
12/16/13: Announced Agreement to Acquire LSI $50.10 5/6/14: LSI Transaction Complete $67.34 8/28/14: Q3 Earnings $76.36 $95.13 12/03/14: Q4 Earnings $112.68 02/25/15: Q1 Earnings $141.38 05/28/15: Announced Agreement to Acquire Broadcom Avago Non-GAAP EPS 8/5/09: IPO $15.00 50% 100% 150% 200% 250% 300% 350% 400% 450% 500% 550% 600% 650% 700% 750% 800% 850% 900% $0.50 $0.70 $0.90 $1.10 $1.30 $1.50 $1.70 $1.90 $2.10 $2.30 Avago Technologies PHLX / Semiconductor $0.65 $0.64 $0.68 $0.73 $0.62 $0.66 $0.72 $0.77 $0.65 $0.61 $0.74 $.89 $0.84 $0.85 $1.26 $1.99 $2.09 $2.13 |
Your Imagination, Our Innovation Next Steps Pre-Closing Need regulatory approvals in various jurisdictions Need approval of Avagos and Broadcoms shareholders Already unanimously approved by the Boards of Directors of both companies
Integration
Still run as two separate companies
Planning towards Day One
Post-Closing
Avago adopts the name Broadcom Limited
Hock Tan will continue to serve as Chief Executive Officer
Henry Samueli will be appointed Chief Technical Officer and join the
board |
Your Imagination, Our Innovation Q & A |
Your Imagination, Our Innovation Important Additional Information Page 16 No Offer or Solicitation Important Additional Information Will be Filed with the SEC HoldCo will file with the SEC a registration statement on Form S-4, which will include the joint proxy statement of Avago and
Broadcom that also constitutes a prospectus of HoldCo and
New LP (the joint proxy statement/prospectus). INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS, AND OTHER RELEVANT DOCUMENTS TO
BE FILED WITH THE SEC, IN THEIR ENTIRETY CAREFULLY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
AVAGO, BROADCOM, HOLDCO, NEW LP, THE PROPOSED TRANSACTIONS
AND RELATED MATTERS. Investors and shareholders will be able to obtain free copies of the joint proxy
statement/prospectus and other Participants in the Solicitation This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any
securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made
except by means of a prospectus meeting the requirements
of Section 10 of the United States Securities Act of 1933, as amended. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do
so would constitute a violation of the laws of such
jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction. Avago, Broadcom, HoldCo and New LP and their respective directors and executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of Avago and
Broadcom in respect of the proposed transactions contemplated by the joint proxy statement/prospectus. Information regarding the persons who are, under the rules of the SEC, participants in the solicitation of the shareholders of Avago and Broadcom in connection with
the proposed transactions, including a description of
their direct or indirect interests, by security holdings or otherwise, will be set forth in the joint proxy statement/prospectus when it is filed with the SEC. Information regarding Avagos directors and executive officers is contained in Avagos Annual Report on Form 10-K
for the year ended November 2, 2014 and its Proxy
Statement on Schedule 14A, dated February 20, 2015, and information
regarding Broadcoms directors and executive officers is contained in Broadcoms Annual Report on Form 10-K for the year ended December 31, 2014 and its Proxy Statement on Schedule 14A, dated March 27, 2015, each of which
are filed with the SEC and can be obtained free of charge
from the sources indicated above.
documents filed with the SEC by the parties through the website maintained by the SEC at www.sec.gov. In addition, investors
and shareholders will be able to obtain free copies of the
joint proxy statement/prospectus and other documents filed with the SEC by the parties by contacting Avago Investor Relations at (408) 435-7400 or investor.relations@avagotech.com (for documents filed with the SEC by Avago, HoldCo or New LP) or andrewtp@broadcom.com
(for documents filed with the SEC by Broadcom). |