Avago Technologies To Acquire LSI Corporation Investor Presentation December 16, 2013

Similar documents
Avago Technologies to Acquire LSI Corporation for $6.6 Billion in

Power Matters. Acquisition of PMC. October 19, 2015

AT&T to Acquire DIRECTV May 19, 2014

Veritiv Corporation 2Q14 Financial Results. August 13, 2014

Windstream Investor Call Announcement of Acquisition of PAETEC

Safe Harbor Statement

APX GROUP HOLDINGS, INC. REPORTS FIRST QUARTER 2014 FINANCIAL RESULTS

Acquisition of North Pittsburgh Systems, Inc. July 2, 2007

Staples Announces Acquisition of Office Depot

Zayo Group Holdings, Inc. Reports Financial Results for the Third Fiscal Quarter Ended March 31, 2016

2Q 14 Investor Presentation and Proposed Acquisition of Symmetry Medical OEM Solutions and Creation of a Standalone Symmetry Surgical August 4, 2014

Driving Shareholder Value

Entercom Communications Corp. Reports First Quarter Results and Announces $0.075 Quarterly Dividend

YOUR VOTE IS IMPORTANT! VOTE THE WHITE PROXY CARD TODAY FOR THE AMALGAMATION AGREEMENT BETWEEN PARTNERRE AND AXIS CAPITAL

Riverbed Technology Announces Intent to Acquire OPNET Technologies. October 29, 2012

Belden Reports Record Revenues in the Second Quarter 2014

Global Telecom & Technology Reports Fourth Quarter and Full Year 2010 Results

NXP Semiconductors Reports Third Quarter 2015 Results

Capmark Financial Group Inc. Announces Stand Alone Third Quarter 2014 Earnings Results for its Wholly Owned Subsidiary, Bluestem Brands, Inc.

APX GROUP HOLDINGS, INC. REPORTS FIRST QUARTER 2015 RESULTS

FOR IMMEDIATE RELEASE

PAYCHEX, INC. REPORTS SECOND QUARTER RESULTS

Comtech Telecommunications Corp. to Acquire TeleCommunication Systems, Inc. in a $430.8 Million Strategic and Cash Accretive Transaction

BlackBerry Reports Strong Software Revenue and Positive Cash Flow for the Fiscal 2016 First Quarter

Filed by Mitel Networks Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the

Complementary platforms will be combined in a way that uniquely benefits customers while also driving meaningful shareholder value.

2015 Fourth Quarter and Full Year Results Acquisition of TransFirst

CNL LIFESTYLE PROPERTIES ANNOUNCES FIRST QUARTER 2015 RESULTS -- Total revenues decreased 0.5 percent year-over-year to $72.

Performance Food Group Company Reports First-Quarter Fiscal 2016 Earnings

ROYAL BANK OF CANADA TO ACQUIRE CITY NATIONAL CORPORATION CONFERENCE CALL THURSDAY, JANUARY 22, 2015

GRUPO PRISA AND LIBERTY ACQUISITION HOLDINGS ANNOUNCE DEAL TO DRIVE PRISA DIGITAL, LATIN AMERICA GROWTH

FISCAL Q SUPPLEMENTAL FINANCIAL INFORMATION

KRAFT FOODS GROUP, INC.

For Immediate Release. Superior Plus Corp. to Acquire Canexus Corporation Enhancing and Expanding the Specialty Chemicals Platform

SEAGATE TECHNOLOGY PLC CONDENSED CONSOLIDATED BALANCE SHEETS

Southern Company to Acquire AGL Resources in $12 Billion Transaction, Creating Leading U.S. Electric and Gas Utility

Fourth Quarter 2008 Earnings Acquisition of Communication Services Group Supplemental Information

ACI Worldwide, Inc. Reports Financial Results for the Quarter Ended March 31, 2014

Lockheed Martin Corporation

Vivint Wireless Internet Update. September 23, 2015

Q1 Fiscal Year 2016 Earnings Conference Call

Redefining Full-Service Investing. A Best-in-Class Trading Platform for Clients

COTT ANNOUNCES TRANSFORMATIVE AGREEMENT TO FURTHER DIVERSIFY BUSINESS THROUGH ACQUISITION OF DS SERVICES FOR $1

Class V Common Stock FAQ

LADENBURG THALMANN REPORTS FOURTH QUARTER AND FULL YEAR 2008 RESULTS Revenues Increase 26% Due to Acquisitions

Jefferies Healthcare Conference

3rd Quarter Fiscal 2016 Results Conference Call May 25, 2016

COTT ANNOUNCES FIRST QUARTER 2012 RESULTS AND SHARE REPURCHASE PROGRAM FOR UP TO $35 MILLION IN COMMON SHARES

Intel Reports Fourth-Quarter and Annual Results

Advance Auto Parts To Acquire General Parts International Creates Largest Automotive Aftermarket Parts Provider in North America

Carbonite Reports Record Revenue for Second Quarter of 2014

Hewitt Associates, Inc. to Merge with Aon Corporation. Transaction Creates Global Leader in Human Capital Solutions

SeaWorld Entertainment, Inc. Reports First Quarter 2015 Results

A Sterling Combination KBW NY/NJ Bank Tour Investor Presentation. June 2013

CATAMARAN CORPORATION ANNOUNCES RECORD FINANCIAL RESULTS FOR 2014 CATAMARAN TO ACQUIRE HEALTHCARE SOLUTIONS, INC.

TWC and Charter Comparison January 30, 2014

Intel Reports Second-Quarter Results

Discover Financial Services Planned Acquisition of The Student Loan Corporation. September 20, 2010

GTECH Acquisition of IGT

Sierra Wireless Reports Second Quarter 2015 Results

Second Quarter 2015 Earnings Conference Call

Kabel Deutschland shows continued growth with Internet & Phone

Resolute Natural Resources and Hicks Acquisition Company to Merge in $582 Million Transaction Creating Resolute Energy Corp.

AKAMAI REPORTS SECOND QUARTER 2015 FINANCIAL RESULTS

PT informs on Oi s announcement

PAYCHEX, INC. REPORTS THIRD QUARTER RESULTS

Forward-Looking Statements Additional Information and Where to Find It

GeoResources, Inc. Reports First Quarter Financial and Operational Results

2015 Fourth Quarter Earnings. January 28, 2016

Morgan Stanley Leveraged Finance Conference

Kabel Deutschland reports 7.3% revenue growth for the second quarter

Mitel Q Earnings Call Presentation. November 5, 2015

SeaWorld Entertainment, Inc. Reports Third Quarter 2015 Results - Adjusted EBITDA [1] Increases 4%, Net Income Increases 12% -

OceanFirst Financial Corp. Expands Central and Southern New Jersey Presence with Cape Bancorp, Inc. Merger

AT&T Investor Update. July 23, 2014

Symantec To Acquire Altiris

Belden. Leading the Way to an Interconnected World. August Belden Inc.

Corporate Strategy Meeting

INTERACTIVE DATA REPORTS FOURTH-QUARTER AND FULL- YEAR 2014 RESULTS

EQUINIX, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - GAAP PRESENTATION (in thousands, except per share data) (unaudited)

INFORMATION RELATED TO THIS COMMUNICATION

Bank of America Merrill Lynch

TRITON AND TAL INTERNATIONAL ANNOUNCE MERGER CREATING WORLD S LARGEST INTERMODAL CONTAINER LESSOR

Citrix Revises Outlook Due to Accelerated Share Repurchase Program

American Express Fixed Income Presentation. May 2008 Update

OpenText Announces Acquisition of GXS Transaction Summary Presentation

Avago Technologies Limited (Exact Name of Registrant as Specified in Its Charter)

Pfizer Invites Public To Listen To Webcast Of Pfizer And Allergan Discussion At 34 th Annual J.P. Morgan Healthcare Conference

Morningstar Document Research

INFORMATION SERVICES GROUP ANNOUNCES SECOND QUARTER FINANCIAL RESULTS

ASML - Summary IFRS Consolidated Statement of Profit or Loss 1,2

Performance Food Group Company Reports Second-Quarter and First-Half Fiscal 2016 Results; Reaffirms Full-Year Fiscal 2016 Adjusted EBITDA Outlook

Paylocity Announces Second Quarter Fiscal Year 2016 Financial Results

Contact: Ken Bond Deborah Hellinger Oracle Investor Relations Oracle Corporate Communications

Intel Reports Second-Quarter Revenue of $13.2 Billion, Consistent with Outlook

CFO Commentary on Full Year 2015 and Fourth-Quarter Results

Motorola Solutions Reports Fourth-Quarter and Full-Year 2015 Financial Results

BNY Mellon s Acquisition of PNC s Global Investment Servicing Business. February 2, 2010

PAYCHEX, INC. REPORTS THIRD QUARTER RESULTS

Sixth consecutive quarter of strong profitability; Exited 2015 with record cash balance of $214 million

Transcription:

Avago Technologies To Acquire LSI Corporation Investor Presentation December 16, 2013

Forward Looking Statements Cautions Regarding Forward-Looking Statements This document contains forward-looking statements which address Avago s expected future business and financial performance. These forward-looking statements are based on current expectations, estimates, forecasts and projections of future Avago or industry performance, based on management s judgment, beliefs, current trends and market conditions and involve risks and uncertainties that may cause actual results to differ materially from those contained in the forward-looking statements. Accordingly, we caution you not to place undue reliance on these statements. For Avago, particular uncertainties that could materially affect future results include our ability to achieve the growth prospects and synergies expected from acquisitions we may make, including LSI; delays, challenges and expenses associated with integrating acquired companies with our existing businesses, including LSI; global economic conditions and concerns; cyclicality in the semiconductor industry or in our target markets; loss of our significant customers; increased dependence on the volatile wireless handset market; quarterly and annual fluctuations in operating results; our competitive performance and ability to continue achieving design wins with our customers; market acceptance of the end products into which our products are designed; our target markets not growing as quickly as expected; our dependence on contract manufacturing and outsourced supply chain and our ability to improve our cost structure through our manufacturing outsourcing program; prolonged disruptions of our or our contract manufacturers manufacturing facilities or other significant operations; our dependence on outsourced service providers for certain key business services and their ability to execute to our requirements; our ability to maintain or improve gross margin; our ability to maintain tax concessions in certain jurisdictions; our ability to protect our intellectual property and any associated increases in litigation expenses; dependence on and risks associated with distributors of our products; our ability to attract, retain and motivate qualified personnel, particularly design and technical personnel; any expenses associated with resolving customer product and warranty and indemnification claims; and other events and trends on a national, regional and global scale, including those of a political, economic, business, competitive and regulatory nature. Important additional risk factors that may cause such a difference for Avago in connection with the acquisition of LSI include, but are not limited to unexpected variations in market growth and demand for, matters arising in connection with the parties efforts to comply with and satisfy applicable regulatory clearances and closing conditions relating to the transaction and closing conditions relating to the transaction, the risks inherent in acquisitions of technologies and businesses, including the timing and successful completion of technology and product development through volume production, integration issues, costs and unanticipated expenditures, changing relationships with customers, suppliers and strategic partners, potential contractual, intellectual property or employment issues and charges resulting from purchase accounting adjustments or fair value measurements. Avago s Quarterly Report on Form 10-Q filed on September 13, 2013 and other filings with the SEC (which may be obtained for free at the SEC s website at http://www.sec.gov) discuss some of the important risk factors that may affect Avago s business, results of operations and financial condition. Avago undertakes no intent or obligation to publicly update or revise any of these forward looking statements, whether as a result of new information, future events or otherwise, except as required by law. Page 2

Strategically & Financially Compelling Transaction Combination creates a highly diversified market leader Positions Avago as a leader in the enterprise storage market Expands Avago s market position and brings valuable system-level expertise in wired infrastructure Increases Avago s scale and diversifies revenue Immediately accretive to free cash flow and non-gaap earnings per share Enhances Avago s platform to deliver long-term stockholder value Non-GAAP results exclude, where applicable, amortization of intangibles, advisory agreement termination fee, selling shareholder expenses, restructuring charges, sharebased 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. Page 3

LSI is a Leader in Specific Key End Markets Enterprise Storage Wired Infrastructure End Markets Storage Connectivity Hard Disk Drives Flash Networking Key Product Families SAS Controllers RAID Solutions SoCs Pre-Amplifiers SSD Controllers PCIe Flash Cards Network Processors Enterprise & Telecom ASICs Key Customers Note: Enterprise Storage and Wired Infrastructure reflect Avago s definition of end markets Page 4

Optimized System-Level Solutions for Wired Infrastructure Fiber Optic SerDes ASICs SoCs/Software Processors Optimized Systems Datacenter Communications Infrastructure Enterprise Networking Page 5

Increases Scale and Diversifies Revenue Avago LSI Combined LTM Revenue: $4,885M Industrial & Other 14% LTM Revenue: $2,520M (11/4/13) Industrial & Other 23% Wired Infrastructure 29% Wireless Comms 48% LTM Revenue: $2,365M (9/29/13) Other 5% Networking 17% Storage 78% Wired Infrastructure 23% Wireless Comms 25% Enterprise Storage 38% Source: Company filings and presentations Page 6

Transaction Overview Per Share Consideration $11.15 per share in cash Equity Value $6.6 billion $1.0 billion cash from combined company balance sheet Sources of Financing $4.6 billion of fully committed term loans $1.0 billion investment from Silver Lake Partners Approval Process Approval by LSI s stockholders Certain regulatory approvals Expected Closing First half 2014, subject to customary closing conditions Page 7

Transaction Financing Credit Facility $4.6 billion of term loans underwritten by a group of banks Variable interest rate; would be 3.5% blended interest rate today Seven year term $500 million revolving credit facility (undrawn) Facility allows for dividends Silver Lake Convertible Note or Preferred Stock $1.0 billion of 2% senior unsecured notes convertible at $48.04 per share or preferred stock with the same economics Matures three months after term loan Pro Forma Capitalization Statistics EBITDA Excluding Including (Includes $200M synergies) SLP Note SLP Note Gross Debt / LTM EBITDA 3.1x 3.8x Net Debt / LTM EBITDA 2.6x 3.3x LTM EBITDA / Interest 8.1x 7.3x Page 8

Q&A Page 9

Additional Information and Where to Find It; Participants in Solicitation Your Imagination, Our Innovation 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. Page 10