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EX-99.1 - EXHIBIT 99.1 - GigPeak, Inc.ex99_1.htm
8-K - GIGPEAK INC 8-K 2-13-2017 - GigPeak, Inc.form8k.htm

Exhibit 99.2
 
 Welcome to GigPeak PeopleFebruary, 2017 
 

 Cautionary Note Regarding Forward Looking Statements  This presentation contains forward-looking statements, including, but not limited to, statements related to the anticipated consummation of the acquisition of GigPeak, Inc. (“GigPeak”) and the timing, benefits and financing thereof, Integrated Device Technology, Inc.’s (“IDT”) strategy, plans, objectives, expectations (financial or otherwise) and intentions, future financial results and growth potential, anticipated product portfolio, development programs, patent terms and other statements that are not historical facts. These forward-looking statements are based on IDT’s current expectations and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks related to IDT’s ability to complete the transaction on the proposed terms and schedule; whether IDT or GigPeak will be able to satisfy their respective closing conditions related to the transaction; whether sufficient stockholders of GigPeak tender their shares of GigPeak common stock in the transaction; whether IDT will obtain financing for the transaction on the expected timeline and terms; the outcome of legal proceedings that may be instituted against GigPeak and/or others relating to the transaction; the possibility that competing offers will be made; risks associated with acquisitions, such as the risk that the businesses will not be integrated successfully, that such integration may be more difficult, time-consuming or costly than expected or that the expected benefits of the transaction will not occur; risks related to future opportunities and plans for the acquired company and its products, including uncertainty of the expected financial performance of the acquired company and its products; disruption from the proposed transaction, making it more difficult to conduct business as usual or maintain relationships with customers, employees or suppliers; the calculations of, and factors that may impact the calculations of, the acquisition price in connection with the proposed merger and the allocation of such acquisition price to the net assets acquired in accordance with applicable accounting rules and methodologies; and the possibility that if the acquired company does not achieve the perceived benefits of the proposed transaction as rapidly or to the extent anticipated by financial analysts or investors, the market price of IDT’s shares could decline, as well as other risks related to IDT’s and GigPeak’s businesses detailed from time-to-time under the caption “Risk Factors” and elsewhere in IDT’s and the GigPeak’s respective SEC filings and reports, including the Annual Report of GigPeak on Form 10-K for the year ended December 31, 2015 and the Annual Report of IDT on Form 10-K for the year ended April 3, 2016. IDT undertakes no duty or obligation to update any forward-looking statements contained in this presentation as a result of new information, future events or changes in its expectations.  
 

 Additional Information and Where to Find It  This presentation related to IDT’s acquisition of GigPeak. This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities. The tender offer for the outstanding shares of GigPeak’s common stock described in this presentation has not commenced. At the time the tender offer is commenced, IDT will file or cause to be filed a Tender Offer Statement on Schedule TO with the SEC and GigPeak will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC related to the tender offer. The Tender Offer Statement (including an Offer to Purchase, a related Letter of Transmittal and other tender offer documents) and the Solicitation/Recommendation Statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials will be made available to GigPeak’s stockholders at no expense to them by the information agent to the tender offer, which will be announced. In addition, all of those materials (and any other documents filed with the SEC) will be available at no charge on the SEC’s website at www.sec.gov.  
 

 What We Just Announced  Integrated Device Technology to acquire GigPeakApproved by both Management teams and Board of DirectorsProcess started for government approvals and acquiring shares (tender offer)Expected to close during the 2nd calendar quarter of 2017We intend to grow GigPeak’s business, and are interested in all of itFrom an IDT perspective, GigPeak isn’t a new strategyIt accelerates our current strategyWe can now provide ultra-high speed interconnect using electrons, radio, and photons – a unique and valuable position ! 
 

 5  Questions You May Have  Will there be job loss?We’re very impressed with GigPeak peopleYes, there will be some but very little, and mainly in G&A. IDT will actively help everyone in this process No R&D change. Marketing / bus-dev and sales is also complimentary to our ownWill IDT invest to grow our business?Yes. We expect commitment to grow along with new investment. We wouldn’t be doing this if we didn’t think we could grow faster togetherWho will my boss(es) be?Pretty much the same ones you know already This will be run as a standalone business, led by Raluca Dinu who will report to Sean Fan, head of IDT Computing & Communications DivisionThere’s a lot of opportunity to leverage GigPeak IP and knowledge into other IDT businesses too – we’ll figure those out together 
 

 IDT Revenue Growth & Profile  FY14 Revenue $485MF4Q14 Mix  FY17 Revenue $728MF4Q17 Mix  14.5% 3 Year CAGR  Strong revenue growth and diversification has been achievedNew mix is leveraged to higher growth markets  FY17 assuming 4Q17 January guidance midpoint  CommunicationsInfrastructure  Data Center& HPC  Consumer  CommunicationsInfrastructure  Data Center& HPC  Consumer  Auto& Indust  6 
 

 Communications: We make Advanced Timing, RF, and mmWave basebands Data Center: primarily memory interface (timing) devices, lots of customer “pull” for optical interconnectAutomotive & Industrial: business is now integrated and already gaining market shareConsumer segment: Wireless Power, Timing and Sensors are primary growth engines  IDT Business BackgrounderA Setup Year for Future Growth  CommunicationsInfrastructure  Data Center& HPC  Auto/Indust/Consumer  4Q17 Mix Forecast  4Q17 mix forecast per January earnings call  Auto/Industrial grouped with Consumer due to similar growth opportunity profiles  Current revenue profile positioned for strong & balanced growth  7 
 

 Compelling Strategic Fit  8  Cloud  Mobile Telecom Network  Wired Telecom/Enterprise Network  IP Video DeliveryNetwork  Data Center/CloudInfrastructure  Automotive Network                 
 

 End-to-End Datacenter Interconnect Solutions  9  Inside Server  Intra Datacenter  Inter Datacenters         Outstanding Position in the Industry!  + 
 

 Creates A Potent Franchise Company  10  Revenue (LTM)  Gross Margin (LTM)  OP Margin (LTM)  $741.91M  $58.7M  61.3%  71.8%  27.1%  22.5%  Expands IDT portfolio to include Optical Interconnect and Video transport productsIDT Real Time connectivity devices (timing, storage IF, RF) compliment GigPeak wellFully accretive revenue, plus operations and cross-selling opportunities. Brings together two companies that are already financially strong and growing   LTM – Last Twelve MonthsNon GAAP GM and OP Margin Figures 
 

 11  Cloud Concept Goes Beyond DatacentersSignificantly Increases IDT Content  Cloud InfrastructureStuff that We Do 
 

 Networking  Computing  Storage  Wireless  12  Cloudification of InfrastructureIncreases IDT Content   Memory Interface  Real-Time Interconnect  SmartPower, RF  SmartSensors 
 

 Real-Time Cloud Services   Connecting People to Machines and Machines to Machines  13    RoboticsAutonomous VehiclesIndustrial DronesHealth ServicesImage RecognitionMachine Learning  Real-Time InterconnectNew RF & SpectrumIntelligent Sensing 
 

   Wireless Base Station                                                                                               Edge Computing                                                                                                                                                                                                                                  Traditional IDT Applications  LIDAR & Camera                                          IDT Opportunity Increases by $80 at Each Wireless Edge                                                                                                                                                                                                                                                                                                                                                                                                                                                              In-Car Synchronized Sensors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      Wireless Cloud ServicesIncreased IDT Content    RapidWaveIndustry First mmWave MODEM and Real Time Interconnect    SmartSensors    Clock MatrixDisruptive RT Interconnect SoC  14 
 

 The New Cloud Server Card  Local battery and 12V NVDIMM supply  High Density Memory  High density local SSD Intelligent PCIe Timing   SQL 2016 with native NVDIMM supportCombined IDT Content Increases by >$15 per card  Main system processing. Next Generation Timing   FPGA Accelerators with Advanced Timing   Optical Interface Module Timing   DRAM Memory IF  High Density StorageSmartPower  NVDIMMNew Memory IF  Timing & Interconnect  15  15  Plus GigPeak Optical 
 

   Next Generation of Cloud Timing  16  Optical Fiber or Ethernet  Real-Time Network Services -- Require New Interconnect  IDT Content Increases by $10 - $30    Clock MatrixWorld’s most Advanced Real-Time Interconnect Architecture      Highest Precision Timing Device in the Market 
 

 RF Franchise ExpandsNew Products Address New Markets  17            Broadband/CATV  Industrial/Other  ProductsSwitchesDSA, VVAAmplifiers  ProductsSwitchLNA + SwitchLNA+ Switch + PA  ProductsSwitch, DSARF transmitterRF support for sensorsAmplifiers  ProductsAmplifierSwitchDSA, VVAMixerFilterSplitter/Coupler  Expanding Frequency Ranges and Application Uses   Existing  Existing  Expansion  Expansion  Expansion  ProductsSwitchDSA, VVAWideband amplifierHigh freq amplifier  WiFi  Automotive  Test & Measurement  Existing Markets  Expansion Markets  802.11ac  Wave 2 
 

           Operational Excellence  World-Class Quality  Supply Flexibility  IDT Penang & Dresden      Test Cost Excellence     FY13  FY14  FY15  Q1’16  Q2’16  Q3’16  Q4”16                6%  12%  80  60  40  20  0  FY’12  FY’13  FY’14  FY’15  FY’16 YTD                      CORP PPM  Goal Actual      FY’11  FY’12  FY‘13  FY’14  FY’15  100  99  98  97  96  95  94  93  92  LONG-TERM OTD TREND  18 
 

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