Attached files
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8-K - FORM 8-K - BROADCOM CORP | d935187d8k.htm |
EX-99.6 - EX-99.6 - BROADCOM CORP | d935187dex996.htm |
EX-99.1 - EX-99.1 - BROADCOM CORP | d935187dex991.htm |
EX-99.8 - EX-99.8 - BROADCOM CORP | d935187dex998.htm |
EX-99.7 - EX-99.7 - BROADCOM CORP | d935187dex997.htm |
EX-99.5 - EX-99.5 - BROADCOM CORP | d935187dex995.htm |
EX-99.4 - EX-99.4 - BROADCOM CORP | d935187dex994.htm |
EX-99.2 - EX-99.2 - BROADCOM CORP | d935187dex992.htm |
Exhibit 99.3
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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
BROADCOM AND AVAGO ANNOUNCEMENT
CEO All Hands
May 28, 2015
Broadcom Proprietary and Confidential. © 2015 Broadcom Corporation. All rights reserved.
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CAUTIONARY STATEMENT AND IMPORTANT INFORMATION
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 Broadcom Corporations overall business, including those more fully described in Broadcom Corporations 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.
Broadcom Proprietary and Confidential. © 2015 Broadcom Corporation. All rights reserved. 2
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CAUTIONARY STATEMENT AND IMPORTANT INFORMATION CONT
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).
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.
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.
Broadcom Proprietary and Confidential. © 2015 Broadcom Corporation. All rights reserved. 3
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AGENDA
Transaction Overview
About Avago & the New Broadcom Ltd. What This Means for Employees Q&A
Broadcom Proprietary and Confidential. © 2015 Broadcom Corporation. All rights reserved. 4
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TRANSACTION RATIONALE
1. Financially compelling for Broadcom shareholders
2. Creates scale that is increasingly important as the industry matures
3. Strengthens our footprint in handsets
4. Strengthens our infrastructure business
5. Accelerates our time-to-market for leading process nodes
Broadcom Proprietary and Confidential. © 2015 Broadcom Corporation. All rights reserved. 5
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TRANSACTION OVERVIEW
Average consideration per share is approximately $27.25 in cash plus shares in the new company equivalent to 0.2189 shares of Avago stock. The transaction mechanics
Price per Share are complex, and consideration may vary depending on elections made by each shareholder. More information to come.
Broadcom shareholders will hold roughly 32% of the outstanding shares of the
Ownership combined company. Broadcom will appoint two Directors to the Board.
Company Name The new companys name will be Broadcom Ltd.
Avago CEO Hock Tan will be CEO of the combined company upon close. Henry
Management
Samueli to become CTO and board member.
Transaction is expected to close in the first quarter of 2016, subject to: Timing Shareholder vote
Regulatory clearance and other customary closing conditions
Broadcom Proprietary and Confidential. © 2015 Broadcom Corporation. All rights reserved. 6
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COMBINED COMPANY STRENGTH
Creates Worlds Leading Diversified Semiconductor Company
Global leader with unique scale and product breadth
Ability to offer a broader product set to wired and wireless customers
Combined company will have a unique portfolio of category-leading franchises
Increases exposure to numerous attractive end markets
Strong financial profile and significant synergies
Immediately accretive to free cash flow and non-GAAP EPS
Significantly Enhances Long-Term Shareholder Value for Both Companies
Non-GAAP results exclude, where applicable, amortization of intangibles, advisory agreement termination fee, selling shareholder expenses, restructuring charges, share based compensation, discontinued operations and loss on extinguishment of debt. All leverage multiples are based on pro forma EBITDA adjusted for divestitures / acquisitions for the particular time period.
Broadcom Proprietary and Confidential. © 2015 Broadcom Corporation. All rights reserved. 7
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NEW BROADCOM LTD.
3rd largest semiconductor company in the world
Leader in more than 30 product areas
2015 revenue of more than $15B
One of the largest and most important patent portfolios in the industry
Aggressive culture focused on delivering superior technology to customers
Source: Company filings as of May 26, 2015
Broadcom Proprietary and Confidential. © 2015 Broadcom Corporation. All rights reserved.
LTM Revenue ($M)
$6,173
$6,638
$7,019
$7,284
$8,502
+ $10,544
$13,212
$15,140
$27,491
$55,887
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ABOUT AVAGO
Publicly Traded on
NASDAQ: AVGO
Approx. 8400 Employees
HQ in San Jose and Singapore
Market Cap: $34.0B Enterprise Value $37.0B
FY2015 Revenue* $6.9B FY2015 OI * 42.2% FY2015 EPS* $8.42
All 2015 numbers are non-GAAP based on analyst consensus forecasts. Content based on public filings.
Broadcom Proprietary and Confidential. © 2015 Broadcom Corporation. All rights reserved.
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AVAGO SEGMENTS / PRODUCTS
Wireless
Front-End Modules & FBAR filters
Wireless
Front-End Modules & FBAR filters
Wired
Fiber Optics
ASIC SerDes
Enterprise Storage
HDD Read Channel SoCs + SSD Controller ASICs
HDD Pre-Amps
RAID & SAS Adaptors, PCIe Switches
Fibre Channel HBAs
Industrial
Optical Isolation Motion Encoders Industrial Fiber Opto-Electronics
Broadcom Proprietary and Confidential. © 2015 Broadcom Corporation. All rights reserved.
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COMBINED COMPANIES INCREASES EXPOSURE TO SECULAR GROWTH ACROSS ATTRACTIVE END MARKETS
LTE Transition
LTE Phone Growth (Units M)
1,316
467
2014 2019E
Source: Gartner 2014
IP Traffic
Global IP Traffic (PB Per Month)
131,553
62,476
2014 2018E
Source: Cisco VNI 2014
Datacenter Spending
Hardware Datacenter Spending ($M)
$15,731
$9,397
2014 2017E
Source: Gartner 2014
Connected Home / IoT
Shipments Of Connected Home Devices (Units M)
3,789
643
2014 2020E
Source: Gartner 2014
Broadcom Proprietary and Confidential. © 2015 Broadcom Corporation. All rights reserved.
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WORLDS LEADING DIVERSIFIED SEMICONDUCTOR COMPANY
Avago (1) Broadcom Broadcom Ltd. (2)
LTM Revenue: $6.6B Industrial & Other Wired Infrastructure
Enterprise Storage
Wireless Comm
LTM Revenue: $8.5B
Infrastructure & Networking
Broadband & Connectivity
LTM Revenue: $15.1B Industrial & Other Enterprise Storage
Wireless Comm
Wired Infrastructure
Uniquely Positioned With Broader Product Portfolio to Serve Evolving Interface and
Connectivity Needs of Tier 1 Customers
(1) |
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Avago financials are pro forma for a full year of impact from the acquisition of Emulex and PLX |
(2) Infrastructure & Networking and Broadband are included in Wired Infrastructure segment; Connectivity is included in Wireless segment Internal Avago estimates
Broadcom Proprietary and Confidential. © 2015 Broadcom Corporation. All rights reserved. 12
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BROADCOM LTD. BUSINESSES / PRODUCTS
Wireless
Front-End Modules &
FBAR filters
Connectivity
GPS
NFC
Touch
Wired
Fiber Optics
ASIC / Serdes
Switching
HSIP / Phys
Controllers
KBPs
Processors /
Wireless Infra. / uWave
Storage
HDD Read Channel + Custom SSD Controllers
HDD Pre-Amps
RAID & SAS Adaptors, PCIe Switches
Fibre Channel HBAs
Broadband
Cable / Satellite / IPTV STB Cable Modem DSL / xPON
Small Cell
Powerline
Industrial
Isolation Products Industrial Fiber Motion Encoders Opto-Electronics
Note: chart illustrates only an example of potential segments, and does not represent a proposed organization structure. Integration planning will occur in the months to come.
Broadcom Proprietary and Confidential. © 2015 Broadcom Corporation. All rights reserved. 13
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COMPENSATION QUESTIONS
Salaries
Committed to be same or higher for at least 12 months after close
Employee equity
Vested employee stock options will be cashed out
Unvested employee equity generally will be converted to unvested equity in the new company, with the same vesting schedule, subject to limited exceptions
Payout and/or exchange will be based on price equal to 0.2189 shares of Avago + $27.25 shortly prior to closing
Bonus pool for 2015
If closing is on or after Jan 1, 2016, full bonus pool will be paid as planned
If closing is prior to Jan 1, 2016, bonus pool will be pro-rated and employees will move to the new companys plan following the close
Company performance will be applied to full or pro-rated bonus pool
Focal process will occur as usual in Feb 2016 if transaction has not closed at that point
Broadcom Proprietary and Confidential. © 2015 Broadcom Corporation. All rights reserved. 14
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TREATMENT OF EMPLOYEE RSUS AND STOCK OPTIONS
Vested Broadcom restricted stock units (RSUs) and stock options will be cashed out at closing of the transaction
Holders will receive $54.50 per share in cash, net of any applicable exercise price
Unvested Broadcom RSUs and stock options will be converted automatically into RSUs and stock options of Avago
The number of Avago ordinary shares to be subject to Avago RSUs and stock options will be determined pursuant to an exchange ratio set forth in the merger agreement
Vesting period will remain the same
Upon exercise of the stock options and vesting of the RSUs, holders will receive Avago ordinary shares No taxable event at the time of the merger; holders will continue to be taxed upon exercise or receipt of the shares
Employees will not receive restricted shares or partnership units (collectively, restricted shares) with respect to their RSUs and options
Similar to other shareholders, employees who hold shares will have the opportunity to defer tax on their shares and remain long-term shareholders of Avago by electing restricted shares
Broadcom Proprietary and Confidential. © 2015 Broadcom Corporation. All rights reserved. 15
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EMPLOYEE NEXT STEPS
Until the Transaction Closes, Broadcom and Avago Must Remain Two Separate Companies
DO
Continue to execute
Continue to focus on customers
Assist with integration planning if asked to do so
Ask your manager if unsure whether something is appropriate
DO NOT
Share competitive information with Avago
Coordinate customer-facing activities with Avago
Have informal meetings or discussions with Avago on integration
Broadcom Proprietary and Confidential. © 2015 Broadcom Corporation. All rights reserved. 16
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QUESTIONS & ANSWERS
Broadcom Proprietary and Confidential. © 2015 Broadcom Corporation. All rights reserved. 17
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MOST IMPORTANTLY
Continue to Innovate
Continue to Execute
Stay Focused on Customers
Look Forward to Our Combined Future
Broadcom Proprietary and Confidential. © 2015 Broadcom Corporation. All rights reserved.