SINGAPORE and IRVINE, Calif., Aug.
11, 2015 /PRNewswire/ -- Avago Technologies Limited
(NASDAQ: AVGO) and Broadcom Corporation (NASDAQ: BRCM) today
announced the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (the "HSR Act"), as amended, has expired
with regard to their previously announced transaction.
The expiration of the HSR Act waiting period satisfies one of
the conditions to the closing of the proposed transaction, which
remains subject to approval by Avago and Broadcom shareholders,
antitrust clearance in certain foreign jurisdictions and other
customary closing conditions. Closing of the transaction is
still expected by the end of the first calendar quarter of
2016.
Additional information concerning the proposed transaction is
included in the Registration Statement on Form S-4 (which contains
a preliminary joint proxy statement/prospectus), which was filed by
Pavonia Limited ("Holdco") and Safari Cayman L.P. ("Holdco LP")
with the Securities and Exchange Commission on July 29, 2015.
About Avago Technologies Limited
Avago Technologies Limited is a leading designer, developer and
global supplier of a broad range of analog semiconductor devices
with a focus on III-V based products and complex digital and mixed
signal CMOS based devices. Avago's product portfolio is extensive
and includes thousands of products in four primary target markets:
wireless communications, enterprise storage, wired
infrastructure and industrial and other.
About Broadcom
Broadcom Corporation, a FORTUNE 500® company, is a global leader
and innovator in semiconductor solutions for wired and wireless
communications. Broadcom® products seamlessly deliver voice, video,
data and multimedia connectivity in the home, office and mobile
environments. With one of the industry's broadest portfolio of
state-of-the-art system-on-a-chip solutions, Broadcom is changing
the world by Connecting everything®. For more information, go to
www.broadcom.com.
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 Broadcom's current expectations, estimates and projections
about its business and industry, management's 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, are more fully discussed in the
joint proxy statement/prospectus that is included in the
Registration Statement on Form S-4 that has been 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 Broadcom's overall
business, including those more fully described in Broadcom's
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 Avago's
overall business and financial condition, including those more
fully described in Avago's 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. On July 29,
2015, Pavonia Limited ("Holdco") and Safari Cayman L.P.
("Holdco LP") filed with the SEC a Registration Statement on Form
S-4 which includes the preliminary joint proxy statement of Avago
and Broadcom and also constitutes a prospectus of Holdco and Holdco
LP. Each of Broadcom and Avago will provide the joint proxy
statement/prospectus to their respective shareholders. These
materials are not yet final and will be amended. 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 and Avago has filed or 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 CONTAIN OR 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 SEC's 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 Broadcom's 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 Holdco LP).
Participants in the Solicitation
Broadcom, Avago, Holdco and Holdco LP 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 are
set forth in the above-referenced joint proxy statement/prospectus.
You can find more detailed information about Broadcom's executive
officers and directors in its definitive proxy statement filed with
the SEC on March 27, 2015. You can
find more detailed information about Avago's executive officers and
directors in its definitive proxy statement filed with the SEC on
February 20, 2015. Additional
information about Broadcom's executive officers and directors and
Avago's executive officers and directors can be found in the
above-referenced Registration Statement on Form S-4.
Broadcom®, the pulse logo, Connecting
everything®, and the Connecting everything logo are among
the trademarks of Broadcom Corporation and/or its affiliates in
the United States, certain other
countries and/or the EU. Any other trademarks or trade names
mentioned are the property of their respective owners.
Broadcom Contacts:
Corporate
Communications
Karen Kahn
VP, Corp.
Communications
415-297-5035
kkahn@broadcom.com
|
Investor
Relations
T. Peter
Andrew
VP, Treasury &
Investor Relations
949-926-6932
andrewtp@broadcom.com
|
Sameer
Desai
Director, Investor
Relations
949-926-4425
sameerd@broadcom.com
|
Avago Contacts:
Ashish
Saran
|
Investor
Relations
|
1
408-435-7400
|
investor.relations@avagotech.com
|
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SOURCE Broadcom Corporation; BRCM Corporate; Avago Technologies
Limited