Attached files
| file | filename |
|---|---|
| 8-K - 8-K - LSI CORP | d644892d8k.htm |
| EX-2.1 - EX-2.1 - LSI CORP | d644892dex21.htm |
| EX-99.2 - EX-99.2 - LSI CORP | d644892dex992.htm |
| EX-99.6 - EX-99.6 - LSI CORP | d644892dex996.htm |
| EX-99.4 - EX-99.4 - LSI CORP | d644892dex994.htm |
| EX-99.5 - EX-99.5 - LSI CORP | d644892dex995.htm |
| EX-99.7 - EX-99.7 - LSI CORP | d644892dex997.htm |
| EX-99.1 - EX-99.1 - LSI CORP | d644892dex991.htm |
 LSI
Employee All Hands Abhi Talwalkar
12.16.13
Exhibit 99.3 |
| 2
Forward Looking Statements
This communication may contain forward-looking statements. Forward-looking
statements may be typically identified by such words as “may,”
“will,”
“should,”
“expect,”
“anticipate,”
“plan,”
“likely,”
“believe,”
“estimate,”
“project,”
“intend,”
and other similar expressions among others. These forward-looking statements are
subject to known and unknown risks and uncertainties that could cause our
actual results to differ materially from the expectations expressed in the
forward-looking statements. Although Avago Technologies Limited (“Avago”) and LSI Corporation (“LSI”) believe
that the expectations reflected in the forward-looking statements are reasonable,
any or all of such forward-looking statements may prove to be incorrect.
Consequently, no forward-looking statements may be guaranteed and there
can be no assurance that the actual results or developments anticipated by such
forward looking statements will be realized or, even if substantially
realized, that they will have the expected consequences to, or effects on,
Avago, LSI or their respective business or operations. Factors which could
cause actual results to differ from those projected or contemplated in any
such forward-looking statements include, but are not limited to, the following factors:
(1) the risk
that the conditions to the closing of the merger are not satisfied (including a
failure of the stockholders of LSI to approve, on a timely basis or otherwise,
the merger and the risk that regulatory approvals required for the merger,
including clearance from the Committee on Foreign Investment in the United
States, are not obtained, on a timely basis or otherwise, or are obtained
subject to conditions that are not anticipated); (2) litigation relating to the merger;
(3) uncertainties as to the timing of the consummation of the merger and the ability
of each of LSI and Avago to consummate the merger; (4) risks that the proposed
transaction disrupts the current plans and operations of LSI or Avago; (5) the
ability of LSI to retain and hire key personnel; (6) competitive responses to the proposed merger; (7)
unexpected costs, charges or expenses resulting from the merger;
(8) the failure by Avago to obtain the necessary
debt financing arrangements set forth in the commitment letters received in
connection with the merger; (9) potential adverse reactions or changes to
business relationships resulting from the announcement or completion of the
merger; and (10) legislative, regulatory and economic developments. The
foregoing review of important factors that could cause actual events to differ
from expectations should not be construed as exhaustive and should be read in
conjunction with statements that are included herein and elsewhere, including the
risk factors included in LSI’s and Avago’s respective most recent
Annual Reports on Form 10-K, and LSI’s and Avago’s more recent reports filed with the
SEC. LSI and Avago can give no assurance that the conditions to the Merger will be
satisfied. Except as required by applicable law, neither LSI nor Avago
undertakes any obligation to revise or update any forward-looking statement, or
to make any other forward-looking statements, whether as a result of new
information, future events or otherwise. |
 3
Additional Information and Where to Find It
This communication is being made in respect of the proposed transaction involving LSI
Corporation (“LSI”) and Avago Technologies Limited
(“Avago”). The proposed transaction will be submitted to the stockholders of LSI for
their consideration. In connection with the proposed transaction, LSI will
prepare a proxy statement to be filed with the SEC. LSI and Avago also
plan to file with the SEC other documents regarding the proposed transaction. LSI’S
SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED
TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION. When completed, a definitive proxy statement
and a form of proxy will be mailed to the stockholders of LSI. Investors will be able to obtain,
without charge, a copy of the proxy statement and other relevant documents (when
available) filed with the SEC from the SEC’s website at
http://www.sec.gov. Investors will also be able to obtain, without charge, a copy of the
proxy statement and other relevant documents (when available) by going to
www.lsiproxy.com, by writing to LSI Corporation, 1110 American Parkway NE,
Allentown, PA 18109, Attn: Response Center, or by calling 1 (800) 372-
2447.
LSI and Avago and their respective directors, executive officers may be deemed to be
participants in the solicitation of proxies from LSI’s stockholders with
respect to the meeting of stockholders that will be held to consider the
proposed Merger. Information regarding LSI’s directors and executive officers is contained in LSI’s
Annual Report on Form 10-K for the year ended December 31, 2012, the proxy
statement for LSI’s 2013 Annual Meeting of Stockholders, which was filed
with the SEC on March 28, 2013, and subsequent filings which LSI has made with
the SEC. Information regarding Avago’s directors and executive officers is contained in Avago’s
Annual Report on Form 10-K for the year ended October 28, 2012, the proxy
statement for the Avago’s 2013 Annual Meeting of Stockholders, which was
filed with the SEC on February 20, 2013, and subsequent filings which Avago
has made with the SEC. Investors may obtain additional information regarding the interests of LSI and its
directors and executive officers in the proposed Merger, which may be different than
those of LSI’s stockholders generally, by reading the proxy statement and
other relevant documents regarding the proposed Merger, when it becomes
available. You may obtain free copies of this document as described in the preceding paragraph.
|
 4
Agenda
Background
The Companies
Strategic Rationale and Benefits
Top Questions |
 5
Background
Agenda |
 6
Background on today’s announcement
•
Avago to acquire LSI
•
Offer price for LSI of $11.15 per share
•
100% cash consideration
•
Total equity value of LSI at $6.6B
•
Combined latest twelve month revenues of both companies at nearly $5B
Next Steps
•
Anticipated closing 1H’2014, subject to regulatory approvals in various
jurisdictions and customary closing conditions, as well as the approval of
LSI’s stockholders •
Until
closing,
LSI
to
operate
as
independent
company
–
business
as
usual
•
Customers, partners and stockholders have been notified, follow up in
progress Together we are stronger |
 7
Agenda
Background
The Companies
Strategic Rationale and benefits
Q&A |
 The
companies A leader in semiconductor solutions for
wireless communications, wired
infrastructure, industrial and automotive
market segments
A leader in semiconductor solutions for
storage and networking across datacenters,
mobile networks and client storage
HQ:
San Jose, CA and Singapore HQ: San Jose,
CA Geos: North America, Asia, Europe
Geos:
North America, Asia, Europe
Product Lines: ASICs, Fiber Optics,
LEDs, LED Displays, Optical Sensors,
Motion Control Encoders,
Optocouplers, RF & Microwave
Product Lines: HDD SoCs & preamps,
Custom & std networking processors, Server
& storage connectivity solutions, Custom &
std flash controllers, PCIe flash solutions
Employees: ~4800
Employees: ~5300
Revenue: LTM
$2.52B (11/4/13)
Revenue:
LTM $2.365B (9/29/13)
8 |
 9
Background
Strategic Rationale and Benefits
Agenda |
 10
Strategic Rationale
•
Increases scale and diversifies revenue
•
Enhances market position and brings valuable system-level expertise in
networking infrastructure
•
Positions us as a leader in attractive end markets of storage and
handsets
•
Strategically and financially compelling transaction
Together we are bigger, better and stronger |
 11
Why this deal makes sense
Rich heritage of innovation at both companies
Unique and timely opportunity for growth in key end markets
Increases exposure to attractive market segments like hyper-scale datacenters and
wireless infrastructure;
Brings
deep
system-level
expertise,
including
architecture
and
software
engineering
resources
Our product portfolios are complementary
Customers will have access to a more extensive offering of innovative,
industry-leading products and services
Strong reputation with customers and skilled engineers and employees
Together, we are stronger
More products to sell to more customers and more engineers to develop more
products Creates a highly diversified semiconductor market-leader
|
 12
Agenda
Background
The Companies
Strategic Rationale and benefits
Top questions |
 13
Top questions
•
What does this mean for me?
•
What happens to compensation and benefits?
•
Will there be layoffs as a result of this transaction?
•
What are the plans to integrate the 2 companies?
•
Who will manage the new company?
•
Will LSI’s organization structure change?
•
Will we have the same focal process for beginning of 2014? Will there be an opportunity
for raises and promotions? Will we get our bonuses?
•
How can I get more information? |
 |