Written Communication Relating to an Issuer or Third Party (sc To-c)
August 17 2015 - 5:18PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule
14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Ikanos
Communications, Inc.
(Name of Subject Company (Issuer))
King Acquisition Co.
a
wholly-owned subsidiary of
Qualcomm Atheros, Inc.
(Parent of Offeror)
An
Indirect Wholly-Owned Subsidiary of
QUALCOMM INCORPORATED
(Name of Offerors)
(Names
of Filing Persons (identifying status as offeror, issuer or other person))
Common Stock,
Par Value $0.001 Per Share
(Title of Class of Securities)
45173E204
(CUSIP Number
of Class of Securities)
QUALCOMM Incorporated
5775 Morehouse Dr.
San
Diego, California 92121-1719
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf
of Filing Persons)
Copies to:
Rama
Padmanabhan
Cooley LLP
4401 Eastgate Mall
San
Diego, California 92121
(858) 550-6000
CALCULATION
OF FILING FEE
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| Transaction Valuation |
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Amount of Filing Fee |
| Not applicable* |
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Not applicable* |
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| * |
A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer. |
| ¨ |
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing. |
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| Amount Previously Paid: N/A |
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Filing Party: N/A |
| Form of Registration No.: N/A |
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Date Filed: N/A |
| x |
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
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x |
third-party tender offer subject to Rule 14d-1. |
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issuer tender offer subject to Rule 13e-4. |
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going-private transaction subject to Rule 13e-3. |
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amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final
amendment reporting the results of the tender offer. ¨
If applicable, check the appropriate
box(es) below to designate the appropriate rule provision(s) relied upon:
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This filing relates solely to preliminary communications made before the commencement of a tender offer by King
Acquisition Co., a Delaware corporation (“Offeror”), and wholly-owned subsidiary of Qualcomm Atheros, Inc., a Delaware corporation (“Parent”), for all of the outstanding common stock of Ikanos Communications, Inc., a Delaware
corporation (“Ikanos”), to be commenced pursuant to the Agreement and Plan of Merger, dated as of August 5, 2015, among Parent, Offeror and Ikanos.
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| Exhibit
Number |
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Description |
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| 99.1 |
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Parent slide presentation to employees of Ikanos |
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Introduction to Qualcomm August 2015 Rahul Patel, SVP and GM, Connectivity, Qualcomm Technologies, Inc. Lauren Burke, Director, Human Resources, Qualcomm Incorporated Exhibit 99.1 |
| 2 About the Tender Offer THIS COMMUNICATION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR THE
SOLICITATION OF AN OFFER TO SELL ANY SHARES OF IKANOS COMMON STOCK. THE TENDER OFFER
DESCRIBED IN THIS DOCUMENT HAS NOT YET COMMENCED.
At the time the offer is commenced, a subsidiary of Qualcomm Atheros, Inc. will file a
Tender Offer Statement on Schedule TO with the United States Securities
and Exchange Commission (“SEC”), and Ikanos will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender
offer. The Offer to Purchase, the related Letter of Transmittal and
certain other offer documents, as well as the Solicitation/Recommendation
Statement, will be made available to all stockholders of Ikanos at no expense to them. The Tender Offer Statement and the Solicitation/Recommendation Statement will be available without charge at the
SEC’s web site, at http://www.sec.gov. Free
copies of these materials and certain other offering documents will be sent
to Ikanos’ stockholders by the information agent for the offer.
IKANOS STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER MATERIALS
(INCLUDING THE OFFER TO PURCHASE, RELATED LETTER OF TRANSMITTAL AND
CERTAIN OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION
STATEMENT, INCLUDING ALL AMENDMENTS TO THOSE MATERIALS. SUCH DOCUMENTS
WILL CONTAIN IMPORTANT INFORMATION, WHICH SHOULD BE READ CAREFULLY BEFORE
ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. |
| 3 Safe Harbor This communication contains forward-looking statements. Any statements contained herein which do not
describe historical facts, including but not limited to, statements regarding: the
proposed transaction between Qualcomm Atheros and Ikanos; the expected
timetable for completing the transaction; strategic and other potential
benefits of the transaction; estimated shipments of non-handset connected devices; and any other statements about Qualcomm’s or Ikanos’ managements’ future expectations, beliefs, goals,
plans, or prospects, are forward-looking statements which involve risks and
uncertainties that could cause actual results to differ materially from
those discussed in such forward-looking statements. Such risks and
uncertainties include: the possibility that certain closing conditions to the
transaction will not be satisfied; that required regulatory approvals for
the transaction may not be obtained in a timely manner, if at all; the
ability to timely consummate the transaction and possibility that the transaction will
not be completed; the ability of Qualcomm Atheros to successfully
integrate Ikanos’ operations and employees; the anticipated benefits
of the transaction may not be realized; and those additional factors discussed in Qualcomm’s and Ikanos’ most recent Quarterly and Annual Reports on Forms 10-Q and 10-K filed with the Securities and
Exchange Commission. Investors are urged not to place undue reliance on these
forward-looking statements,
which speak only as of the date of this communication. Qualcomm and Ikanos undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance
that may arise after the date of this communication.
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30 years of driving the evolution of wireless #1 in wireless semiconductors 15B+ cumulative ASIC shipments Source: Qualcomm Incorporated data. Qualcomm semiconductors are products of Qualcomm Technologies, Inc. or its subsidiaries |
| Qualcomm
fuels major technology shifts in the industry Anticipating the big
challenges and investing early on to solve them *As of Q3
’15 Digitized mobile
communications From analog to digital Transforming the edge of the Internet $37B Cumulative R&D * Redefined computing From desktop to smartphones 5 |
| 6 Strong results and cash flows $5.8B Revenues $1.2B Operating income $0.73 Diluted EPS $2.1B Operating cash flow Third Quarter Results (FY2015 GAAP) $26.5B Revenues $7.6B Operating income $4.65 Diluted EPS $8.9B Operating cash flow Annual Results (FY2014 GAAP) |
|
7 QCT: Semiconductors 15B+ cumulative ASICs shipped #1 in wireless semiconductors 861M MSM chipsets shipped in FY’14 QTL: Technology Licensing 140+ 4G licensees 275+ 3G licensees Key business segments Source: Qualcomm Incorporated data. Qualcomm ® semiconductors are products of Qualcomm Technologies, Inc. or its subsidiaries |
| Employee
landscape Source: 2014 Form 10-K; 2014 Sustainability
Report A global organization
• 31,300 employees • 34% located outside the U.S. 8 |
|
9 QCT: Driving growth and innovation |
| 10 Continued innovation across the device NFC Apps processor GPU Position location OS/user interface Wireless charging Camera Security WWAN Sensors Semiconductor Video codecs Display Audio processing Connectivity (Wi-Fi) RF and antenna |
| Growth
opportunities
Position location Power management Wireless power NFC Bluetooth Biometrics Computer vision 802.11ad • Scale • Rapid design cycles • Integrated, optimized technologies Smartphones Strong technology portfolio that extends into adjacent categories Modem GPU CPU DSP Multimedia RF Wi-Fi 11 Automotive Internet of everything Mobile computing Networking |
| QCT business streams Internet of things Connectivity Smartphones Computing Automotive 12 & Networking |
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13 QCT’s Connectivity & Networking business Switches, Routers, Gateways, PLC, Consumer Smartphones, Tablets, PCs, AIOs MCL Mobile, Computing, Location Mobile & Computing Location & GNSS WIN Wired/Wireless Infrastructure & Networking Connected Home Networking & Infrastructure |
| Tablets Connected Home Enterprise Small Cells Internet of Everything Smartphone Consumer Electronics Computing Wi-Fi (11ac, 11n) Bluetooth Location GNSS FM Powerline Ethernet Network Processor NETWORKING DEVICE CONNECTIVITY Automotive Wi-Fi (11ad) 3G/LTE 14 |
| 15 WIN business overview Wired and Wireless Infrastructure and Networking Connected Home Carrier Enterprise Complete Platform Solution (Wi-Fi, Bluetooth, PLC, Ethernet, CPU/NPU, RFFE) Complete Platform Solution (Wi-Fi, Ethernet, PLC, CPU/NPU, RFFE) Connectivity (Wi-Fi, PLC, Ethernet) |
| 17 unit shipments estimate in 2018 Automotive | Internet of things | Mobile computing | Networking
Significant growth opportunity at the edge of the Internet 5B+ non-handset connected devices (1) Addressable opportunity for AP, WWAN, Wi-Fi, BT and PLC in the listed adjacent segments
Source: Based on a combination of 3rd party and internal estimates as of April 22,
2015 1 |
| 18 Smarthome platform vision Smarthome Platform Supports more devices Centralizes intelligence Conduit between home & service providers Monitoring and controlling systems and devices Home Management Connecting devices and sensors for health and fitness Life Management More high-quality content moving throughout the home Media & Broadband Expanding cloud-based services delivered by utilities and operators Apps & Services |
| Our
opportunity •
Enables complete and integrated hardware and software solutions for carrier
customers •
Builds on Qualcomm Atheros’ leadership in Wi-Fi, small cells, Ethernet
and PLC technologies
• Enhances our strategy for IoE and small cells Accelerating leadership in the multi-mode smart home gateway + 19 |
| 20 Combining our strengths Technology migration • Drive faster adoption to G.fast using Qualcomm’s carrier relationships • Tighter carrier grade platform integration model with Vx17x/Vx18x/Vx5xx + Wi-Fi + Ethernet Complete solutions • Build on the synergies between inSIGHT™ and
Qualcomm ® StreamBoost™ to create a credible QoS and analytics offering for remote management, diagnostics, traffic analysis Carrier-grade software • Modem IP integration, cost reduction and optimized BOM Accelerated roadmap Qualcomm ® StreamBoost™ is a product of Qualcomm Atheros, Inc. |
| 22 An exciting place to work Company based on innovation, execution and partnership Competitive benefits Global presence Work on leading- edge wireless technology |
| 23 Qualcomm defined Who we are What we stand for What we do How we do it We are inventors, dreamers, risk takers and pioneers. We challenge the boundaries of what’s possible and push technology forward in pursuit of the next big thing. We create and share mobile technologies that connect people on an unprecedented scale and make a difference in everyday life. We work together to innovate, execute and partner. |
| 24 Elements of Total Rewards at Qualcomm Manage your Wealth Achieve your professional goals Take charge of your Health Balance your Life Cash incentive program Broad-based RSU program Learning center Vision Wellness ESPP Fitness centers Family care resources Charitable match Time off Social events Career development support |
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