Current Report Filing (8-k)
October 07 2015 - 5:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 7, 2015 (October 6, 2015)
PMC-Sierra, Inc.
(Exact
Name of Registrant as Specified in its Charter)
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| Delaware |
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0-19084 |
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94-2925073 |
| (State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
1380 Bordeaux Drive
Sunnyvale, CA 94089
(408) 239-8000
(Address
of principal executive offices, including zip code)
(408) 239-8000
(Registrant’s telephone number, including area code)
Not Applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On October 6, 2015, PMC-Sierra, Inc., a Delaware corporation
(“PMC”), distributed the following materials, a copy of which is attached hereto as an exhibit and incorporated herein by reference:
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CEO Staff Update Presentation to PMC Asia Employees (Exhibit 99.1) |
Forward-Looking Statements
Certain statements made herein, including, for example, the expected date of closing of the merger and the potential benefits of the merger,
are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1965, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking
statements reflect the current analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised in relying on forward-looking statements. Due to known and unknown risks, our actual results
may differ materially from our expectations or projections.
The following factors, among others, could cause actual results to differ
materially from those described in these forward-looking statements: the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the outcome of any legal proceedings that could be
instituted against PMC or its directors or Skyworks Solutions, Inc. (“Skyworks”) related to the merger agreement; the inability to complete the merger due to the failure to obtain stockholder approval for the merger or the failure
to satisfy other conditions to completion of the merger, including the receipt of all regulatory approvals related to the merger; the failure of Skyworks to obtain the necessary financing arrangements set forth in the debt commitment letters
delivered pursuant to the merger agreement; risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; the effects of local and national economic, credit
and capital market conditions on the economy in general, and other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to time in our other reports and other public filings with the Securities and
Exchange Commission (the “SEC”), including, but not limited to, those detailed in PMC’s Annual Report on Form 10-K for the year ended December 27, 2014 and our most recent quarterly report filed with the SEC and
Skyworks’ Annual Report on Form 10-K for the year ended October 3, 2014 and its most recent quarterly report filed with the SEC. The forward-looking statements contained herein are made only as of the date hereof, and we undertake no
obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
Important
Additional Information to be Filed with the SEC
PMC plans to file with the SEC and mail to our stockholders a proxy statement in
connection with the transaction. Additionally, PMC will file other relevant materials with the SEC in connection with the transaction. The proxy statement and other relevant materials will contain important information about PMC, Skyworks the
transaction and related matters. Investors and security holders are urged to read the proxy statement and the other relevant materials carefully when they become available before making any voting or investment decision with respect to the proposed
merger because they will contain important information about the merger and the parties to the merger.
Investors and security holders will be able to obtain free copies of the proxy statement and
relevant other documents filed with the SEC by PMC and Skyworks through the website maintained by the SEC at www.sec.gov.
In addition,
investors and security holders will be able to obtain free copies of the proxy statement and the other relevant documents filed with the SEC by PMC from PMC by contacting Joel Achramowicz at (408) 239-8630.
PMC and Skyworks, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in
respect of the transactions contemplated by the merger agreement. Information regarding PMC’s directors and executive officers is contained in PMC’s Form 10-K for the year ended December 27, 2014 and our proxy statement dated
March 20, 2015, which are filed with the SEC. Information regarding Skyworks’ directors and executive officers is contained in Skyworks’ Form 10-K for the year ended October 3, 2014 and its proxy statement dated April 8,
2015. Additional information regarding the participants in the solicitation of proxies in respect of the transactions contemplated by the merger agreement and a description of their direct and indirect interests, by security holdings or otherwise,
will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available.
| Item 9.01. |
Financial Statements and Exhibits. |
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| Exhibit
No. |
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Exhibit |
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| 99.1 |
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CEO Staff Update Presentation to PMC Asia Employees |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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PMC-SIERRA, INC. |
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| Dated: October 7, 2015 |
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By: |
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/s/ Alinka Flaminia |
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Name: |
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Alinka Flaminia |
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Title: |
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Vice President, General Counsel and Corporate Secretary |
Exhibit Index
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| Exhibit
No. |
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Exhibit |
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| 99.1 |
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CEO Staff Update Presentation to PMC-Sierra, Inc. Asia Employees |
| CEO STAFF
UPDATE Greg Lang
October 6, 2015 Exhibit 99.1 |
| AN
INDUSTRY IN CONSOLIDATION SEMICONDUCTOR M&A ACTIVITY AT RECORD
LEVELS 2
• Recent announcements - Avago / LSI Logic / PLX / Broadcom - Intel / Altera - Dialog / Atmel # of Transactions Volume ($Bn) Source: 451 Group as of October 2, 2015.. Note: Includes transactions greater than $50MM. Semiconductor M&A Activity Over Time $8 $3 $9 $10 $48 $17 $18 $8 $11 $35 $13 $24 $21 22 14 31 34 46 56 42 29 33 47 38 30 38 28 $83 |
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3 • PMC and Skyworks announced a Definitive Agreement under which Skyworks would acquire PMC - Price of $10.50 per share in an all-cash transaction - Transaction valued at approximately $2 billion • Combined annual revenue expected to be nearly $4 billion • The Boards of Directors of both companies have approved the transaction • Deal expected to close during the first half of 2016 subject to approval by PMC’s shareholders, regulatory clearances in the U.S. and China and other customary closing conditions • PMC and Skyworks will continue to operate as separate entities until the deal closes YESTERDAY’S ANNOUNCEMENT |
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4 Skyworks Solutions, Inc. is empowering the wireless networking revolution, connecting virtually everyone and everything, all the time. • Its highly innovative analog semiconductors are linking people, places, and things spanning a number of new and previously unimagined applications within automotive, broadband, cellular infrastructure, the connected home, industrial,
medical, military, smartphone, tablet and wearable markets.
• Annual revenues approximately $3.3B • Market capitalization of approximately $16B • Very strong and successful company that has grown rapidly and profitably • Diversifying its end-markets, product portfolio and customer base |
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Notes: EPS, Gross Margin and Operating Margin Presented on a Non-GAAP Basis. EPS CAGR, Gross Margin, and Operating Margin Expansion Provided on a Fiscal Year Basis over Time Period Shown
Source: Skyworks Company Overview, September 2015
A Track Record of Results
With Strong Operating Leverage |
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Evolution of Business Mix
Integrated Mobile Systems
~50% Margin 15-20% LT Growth Rate Broad Markets >50% Margin >20% LT Growth Rate Power Amplifiers 40-45% Margin ~5% LT Growth Rate |
| BENEFITS
OF THE TRANSACTION 8
• Strategy to expand penetration to data centers and create an end-to-end
story: Handset Data Center • Succeed by partnering with industry leaders and expanding footprint with system-level solutions • Strive to be a trusted partner, offering innovation, value and choice • Provides significant global operational scale to better compete and provide a compelling alternative to OEMs, ODMs, and data center customers • Deeper product portfolio for customers • Broader customer base with greater relevance • Stronger relationship with suppliers and partners • Additional end-markets for growth and stability • Firepower to consolidate further • Enhanced value for shareholders |
| WHAT DOES
THIS MEAN FOR ME? 9
• Prior to closing, PMC will continue to conduct business as usual - Any changes would be consistent with our normal planning process and not the result of the transaction - PMC will continue to hire according to business and headcount plans • All PMC compensation and benefits will remain fully in place until the transaction closes • After close, Skyworks will determine how best to integrate the two companies’ compensation and benefit programs |
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10 WHAT DOES THIS MEAN FOR ME? (2) • BWD RHH business sale is on hold. Skyworks is a RF company that values the innovative technology, products and team. Need to re-evaluate and determine best path. • Equity Programs (Before Close): - Between now and closing, any shares you received from the vesting of RSUs or that you purchased under the ESPP can be sold subject to PMC’s current policies and you can exercise any vested stock options - Until the transaction closes, RSUs and stock options continue to vest in accordance with their original vesting schedules - The last ESPP purchase will be on February 10, 2016, unless the transaction is ready to close sooner |
| WHAT DOES
THIS MEAN FOR ME? (3) 11
• Equity Programs (on the day after Close): - Vested equity: • You will receive for each vested stock option, an amount equal to the difference
between $10.50 and the exercise price of the stock option, multiplied by the
number of shares of PMC stock for which the option was
exercisable •
If any vested stock option has an exercise price of $10.50 or higher, it will be
rolled over into an equivalent Skyworks option
- Unvested equity: • Will be converted into Skyworks RSUs or stock options with the same terms, including vesting, as the original grant • Adjustments will be made to the number of shares covered by the award and, in the case of stock options, the exercise price, to maintain the value of the
award at the time of conversion |
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12 MOVING FORWARD • Business as usual – need to execute on our plans • 2015 Strategic Plan - October 20 – Greg to host Staff Update - October 21 – Strategic Plan Offsite • Q3 Earnings Announcement – October 26 • 2015 APOR – November • Mid-year Focal Review - November • Sales Conference – December • STIP Payout – February |
| NEXT
STEPS 13
• We have already started to notify customers, distributors, suppliers and partners • PMC and Skyworks will continue to operate as separate entities until the deal closes • An integration team, led by senior management and including representatives of both companies, will begin planning the details of integrating PMC and Skyworks. This team will communicate periodically regarding progress • Executives and managers are available to answer your questions • It’s vitally important for all of us to remain focused on the work at hand and
deliver on our commitments to our customers and stockholders
- Skyworks believes in PMC’s storage and communication businesses and end-
markets, strategies, teams and product portfolio – investing $2B • Until the deal closes, it is business as usual – keep doing what you are doing! |
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15 Forward-Looking Statements • Certain statements made herein, including, for example, the expected date of closing of the merger and the potential
benefits of the merger, are “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1965, Section
27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. These
forward-looking statements reflect the current analysis of existing information and
are subject to various risks and uncertainties. As a result, caution must
be exercised in relying on forward-looking statements. Due to known and
unknown risks, our actual results may differ materially from our expectations or
projections. •
The following factors, among others, could cause actual results to differ materially
from those described in these forward-looking statements: the
occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the outcome of any legal proceedings that could be instituted against PMC or its
directors or Skyworks related to the merger agreement; the inability to complete the
merger due to the failure to obtain stockholder approval for the merger
or the failure to satisfy other conditions to completion of the merger, including the receipt of all regulatory approvals related to the merger; the failure of Skyworks to obtain the necessary financing
arrangements set forth in the debt commitment letters delivered pursuant to the merger
agreement; risks that the proposed transaction disrupts current plans and
operations and the potential difficulties in employee retention as a
result of the merger; the effects of local and national economic, credit and capital
market conditions on the economy in general, and other risks and
uncertainties described herein, as well as those risks and uncertainties discussed from time to time in our other reports and other public filings with the Securities and Exchange Commission (the “SEC”),
including, but not limited to, those detailed in PMC’s Annual Report on Form
10-K for the year ended December 27, 2014 and our most recent
quarterly report filed with the SEC and Skyworks’ Annual Report on Form 10-K for the year ended October 3, 2014 and its most recent quarterly report filed with the SEC. The forward-looking statements
contained herein are made only as of the date hereof, and we undertake no obligation to
update or revise the forward- looking statements, whether as a result
of new information, future events or otherwise. |
|
16 Important Additional Information to be Filed with the SEC • PMC plans to file with the SEC and mail to our stockholders a proxy statement in connection with the transaction.
Additionally, PMC will file other relevant materials with the SEC in connection with
the transaction. The proxy statement and other relevant materials
will contain important information about PMC, Skyworks the transaction and
related matters. Investors and security holders are urged to read the proxy
statement and the other relevant materials carefully when they become
available before making any voting or investment decision with respect to the proposed merger because they will contain important information about the merger and the parties to the merger.
• Investors and security holders will be able to obtain free copies of the proxy statement and relevant other
documents filed with the SEC by PMC and Skyworks through the website maintained by the
SEC at www.sec.gov. •
In addition, investors and security holders will be able to obtain free copies of the
proxy statement and the other relevant
documents filed with the SEC by PMC from PMC by contacting Joel Achramowicz at (408) 239-8630. • PMC and Skyworks, and their respective directors and executive officers, may be deemed to be participants in the
solicitation of proxies in respect of the transactions contemplated by the merger
agreement. Information regarding PMC’s directors and executive
officers is contained in PMC’s Form 10-K for the year ended December 27, 2014 and our proxy statement dated March 20, 2015, which are filed with the SEC. Information regarding Skyworks’ directors
and executive officers is contained in Skyworks’ Form 10-K for the year ended
October 3, 2014 and its proxy statement dated April 8, 2015.
Additional information regarding the participants in the solicitation of proxies in respect of the transactions contemplated by the merger agreement and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in the proxy statement
and other relevant materials to be filed with the SEC when they become
available. |
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