Attached files
| file | filename |
|---|---|
| 8-K - 8-K - TRIQUINT SEMICONDUCTOR INC | d681010d8k.htm |
| EX-2.1 - EX-2.1 - TRIQUINT SEMICONDUCTOR INC | d681010dex21.htm |
| EX-99.1 - EX-99.1 - TRIQUINT SEMICONDUCTOR INC | d681010dex991.htm |
| EX-3.2 - EX-3.2 - TRIQUINT SEMICONDUCTOR INC | d681010dex32.htm |
 Creating a new leader in RF Solutions
1
Exhibit 99.2 |
 2
•
All stock transaction in which post-closing RFMD and TriQuint
shareholders will each own approximately 50% of NewCo
•
TriQuint exchange ratio of 1.675x for new company shares
•
RFMD exchange ratio of 1.0x for new company shares
•
Tax free transaction
Pro Forma Ownership
Structure
•
8 of the 10 directors will be independent
Board of Directors
•
Robert Bruggeworth will serve as Chief Executive Officer
•
Steve Buhaly will serve as Chief Financial Officer
•
Dean Priddy will serve as Executive VP of Administration responsible
for integration and synergy value creation
Leadership
•
Expected to close in second half of 2014
•
Customary closing conditions include: Approval of RFMD and TriQuint
shareholders and regulatory approvals
Closing Conditions
& Timing
Terms of the deal
•
Ralph Quinsey will serve as Non-Executive Chairman
•
Board will be composed of 10 directors, with 5 each from the existing
boards of both companies |
 Customers benefit from new scale advantages in manufacturing
and R&D, as well as an aggressive roadmap of new products and
technologies
Greatly improved financial model with performance improving to
best in class as synergies are realized
Drive innovation at the heart of the mobile data ecosystem –
from
base
station
to
mobile
device
–
to
deliver
the
industry’s
most comprehensive portfolio of critical RF technologies to
mobile and infrastructure customers
3
Strategic Rationale |
 (1)
Source: IDC. Note: 2G consists of GSM and iDEN; 2.5G consists of CDMA 2000
1xRTT, EDGE and GPRS; 3G consists of CDMA 2000 1xEV-DO, TD-SCDMA,
UMTS/WCDMA and HSDPA/HSPA; 4G consists of LTE, TD-LTE and WiMAX.
(2)
Source: Cisco Visual Networking Index: Global Mobile Data Traffic
Forecast, 2014. (3)
Source: Management.
4
•
The world’s demand for mobile data is growing exponentially
•
The wireless industry is rapidly changing to meet this challenge
and
build the next generation of mobile devices and network
infrastructure
Mobile Device
Growth
Mobile Traffic
Growth
RF Complexity
Mobile Phone
Shipments (mm)(1)
Exabytes per
Month (2)
Total Frequency
Bands (3)
Mobile Industry Landscape |
 5
•
Demand for network capacity and LTE deployments are
driving growth in the base station and optical transport
markets
•
Combined company will remain committed to the defense
market as a driver of innovative new technologies
•
GaN provides a disruptive growth opportunity within the
infrastructure and defense markets
Infrastructure & Defense Landscape |
 Filters
GaAs
PA
Silicon
PA
Envelope
Tracking
SAW
TC-SAW
BAW
WLP
Switch
ASM
Antenna
Tuning
Mobile
Mobile
Mobile
GaN
Radar
Optical
Drivers
BTS
CATV
Wi-Fi
Foundry
GaN
PA
Standard
products
GaAs
SiGe
RX
TX
Amplifiers
PA
Filters
Infrastructure
Infrastructure
& Defense
& Defense
NewCo: Strength of Combined Portfolio
Power Amplifiers
Switch / Antenna
Wi-Fi |
 7
* Non-GAAP Metrics; Assumes $150M in synergies across manufacturing costs
and operating expenses; no revenue synergies are assumed as part of the
transaction. Enhanced Financial Profile
•
Integration trends are creating larger
opportunities for broad based suppliers
•
New scale advantages
New growth
opportunities
•
$150M in annualized cost synergies
-
$75M exiting year one
Additional $75M exiting year two
Cost
Synergies
•
Accretive to EPS in first full fiscal year
following transaction close
EPS Accretion
- |
 Metric
Target
Revenue Growth
Greater than the
Industry
Gross Margin
45%
Operating
Expenses
20%
Operating Margin
25%
8
* Non-GAAP Metrics; Assumes $150M in synergies across manufacturing costs
and operating expenses; no revenue synergies are assumed as part of the
transaction. Managing to a New Operating Model |
 9
Creating a New Leader in
RF Solutions |
 10
Forward-Looking Statements
This
communication
contains
forward-looking
statements,
including
but
not
limited
to
those
regarding
the
proposed
business
combination
between
RF
Micro
Devices,
Inc.
(“RFMD”)
and
TriQuint
Semiconductor,
Inc.
(“TriQuint”)
(the
“Business
Combination”)
and the transactions related thereto. These statements may discuss the
anticipated manner, terms and conditions upon which the Business
Combination
will
be
consummated,
the
future
performance
and
trends
of
the
combined
businesses,
the
synergies
expected
to
result
from
the
Business
Combination,
and
similar
statements.
Forward-looking
statements
may
contain
words
such
as
“expect,”
“believe,”
“may,”
“can,”
“should,”
“will,”
“forecast,”
“anticipate”
or
similar
expressions,
and
include
the
assumptions
that
underlie
such
statements.
These
statements
are
subject
to
known
and
unknown
risks
and
uncertainties
that
could
cause
actual
results
to
differ
materially
from
those
expressed
or
implied
by
such
statements,
including
but
not
limited
to:
the
ability
of
the
parties
to
consummate
the
Business
Combination
in
a
timely
manner
or
at
all;
satisfaction
of
the
conditions
precedent
to
consummation
of
the
Business
Combination,
including
the
ability
to
secure
regulatory
approvals
in
a
timely
manner
or
at
all,
and
approval
by
RFMD’s
shareholders
and
TriQuint’s
stockholders;
the
possibility
of
litigation
(including
related
to
the
transaction itself);
RFMD and TriQuint’s ability to successfully integrate their operations,
product lines, technology and employees and realize synergies
from
the
Business
Combination;
unknown,
underestimated
or
undisclosed
commitments
or
liabilities;
the
level
of
demand
for
the
combined
companies’
products,
which
is
subject
to
many
factors,
including
uncertain
global
economic
and
industry
conditions,
demand
for
electronic
products
and
semiconductors,
and
customers’
new
technology
and
capacity
requirements;
RFMD’s
and
TriQuint’s
ability
to
(i)
develop,
deliver
and
support
a
broad
range
of
products,
expand
their
markets
and
develop
new
markets,
(ii)
timely
align
their
cost
structures
with
business
conditions,
and
(iii)
attract,
motivate
and
retain
key
employees;
and
other
risks
described
in
RFMD’s
and
TriQuint’s
Securities
and
Exchange
Commission
(“SEC”)
filings.
All
forward-looking
statements
are
based
on
management’s
estimates,
projections
and
assumptions
as
of
the
date
hereof.
Neither
RFMD
nor
TriQuint
undertakes
any
obligation
to
update
any
forward-looking
statements.
No Offer or Solicitation
This communication is for informational purposes only and is neither an offer to
purchase, nor a solicitation of an offer to sell, subscribe for or buy
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
Securities
Act
of
1933, as amended.
Additional Information and Where to Find It
In connection
with
the
proposed
Business
Combination,
a
newly-formed
holding
company
under
RFMD
(“HoldCo”)
will
file
with
the
SEC
a
Form
S-4
(the
“Registration/Joint
Proxy
Statement”)
which
will
include
a
registration
statement
and
prospectus
with
respect
to
HoldCo’s shares to be issued in the Business Combination and a joint proxy
statement of TriQuint and RFMD in connection with the Business
Combination. The definitive Registration/Joint Proxy Statement will contain important information about the proposed
Business Combination and related matters. SECURITY HOLDERS ARE URGED AND
ADVISED TO READ THE REGISTRATION/JOINT PROXY STATEMENT CAREFULLY WHEN IT
BECOMES AVAILABLE. The Registration/Joint Proxy Statement and other relevant materials
(when they become available) and any other documents filed by HoldCo, RFMD or
TriQuint with the SEC may be obtained free of charge at the SEC’s
website, at www.sec.gov. |
 11
In addition, security holders of TriQuint will be able to obtain free copies of
the Registration/Joint Proxy Statement from TriQuint by contacting
Investor Relations by mail at TriQuint Semiconductor, Inc., 2300 N.E. Brookwood Parkway, Hillsboro, Oregon 97124, Attn:
Investor Relations Department, by telephone at (503) 615-9413, or by going
to TriQuint’s Investor Relations page on its corporate website at
www.triquint.com; and security holders of RFMD will be able to obtain free copies of the Registration/Joint Proxy
Statement from RFMD by contacting Investor Relations by mail at RF Micro
Devices, Inc., 7628 Thorndike Road Greensboro, North Carolina
27409-9421, Attn: Investor Relations Department, by telephone at (336) 678-7088, or by going to RFMD’s Investor
Relations page on its corporate web site at www.rfmd.com.
Participants in the Solicitation
RFMD, TriQuint and HoldCo and their respective directors, executive officers and
various other members of management and employees may be deemed to be
participants in the solicitation of proxies from RFMD’s shareholders in connection with the
proposed Business Combination. Information regarding the persons who may,
under the rules of the SEC, be deemed participants in the solicitation of
TriQuint or RFMD security holders in connection with the proposed Business Combination will be set forth in the
Registration/Joint Proxy Statement when it is filed with the SEC.
Information about TriQuint’s directors and executive officers is set
forth in TriQuint’s Proxy Statement on Schedule 14A for its 2013 Annual
Meeting of Shareholders, which was filed with the SEC on April 1, 2013,
and its Annual Report on Form 10-K for the fiscal year ended December 31, 2013, which was filed with the SEC on
February 21, 2014. These documents are available free of charge at the
SEC’s web site at www.sec.gov, and from TriQuint by contacting
Investor Relations by mail at TriQuint Semiconductor, Inc., 2300 N.E. Brookwood Parkway, Hillsboro, Oregon 97124, Attn:
Investor Relations Department, by telephone at (503) 615-9413, or by going
to TriQuint’s Investor Relations page on its corporate web site at
www.triquint.com. Information about RFMD’s directors and executive officers is set forth in RFMD’s Proxy Statement on
Schedule 14A for its 2013 Annual Meeting of Shareholders, which was filed with
the SEC on June 28, 2013, and its Annual Report on Form 10-K for the
fiscal year ended March 30, 2013, which was filed with the SEC on May 24, 2013. These documents are available
free of charge at the SEC’s web site at www.sec.gov, and from RFMD by
contacting Investor Relations by mail at RF Micro Devices, Inc., 7628
Thorndike Road Greensboro, North Carolina 27409-9421, Attn: Investor Relations Department, by telephone at (336)
678-7088, or by going to RFMD’s Investor Relations page on its
corporate web site at www.rfmd.com. Additional information
regarding the interests of these potential participants in the solicitation of
proxies in connection with the proposed Business Combination will be
included in the Registration/Joint Proxy Statement and the other relevant documents filed with the SEC when
they become available. |