Creating an Analog Power Management Leader June 2, 2011 Filed by Advanced Analogic Technologies Incorporated Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Advanced Analogic Technologies Incorporated Commission File No.: 000-51349 |
• Transaction Summary Richard Williams • Skyworks Overview Dave Aldrich • Benefits of our Combination Liam Griffin • Q&A All Agenda Skyworks Solutions, Inc. Proprietary Information 2 |
Transaction Rationale • Skyworks to Acquire AnalogicTech - $6.13 Price Comprised of $3.68 Cash and $2.45 of Skyworks Common Stock • Skyworks Clearly Represents the Best Strategic and Cultural Fit for AnalogicTech - We Strongly Complement Skyworks’ Leadership in RF Front-End Solutions - Creates Comprehensive Portfolio of Precision Analog Products Addressing a Wide Range of Applications and End Markets • Together We Can Deliver Products of Unprecedented Integration and Improve Our Customers’ Performance Addresses Two Massive Mega Trends: Ubiquitous Connectivity and Power Optimization Skyworks Solutions, Inc. Proprietary Information 3 |
Skyworks Overview Dave Aldrich President and Chief Executive Officer Skyworks Solutions, Inc. * * * * * * * * * * * * * * * * * * * * * * |
5 Safe Harbor Statement This presentation includes "forward-looking statements" intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements include without limitation information relating to future results and expectations of Skyworks (including without limitation certain projections and business trends). Forward-looking statements can often be identified by words such as "anticipates," "expects," "forecasts," "intends," "believes," "plans," "may," "will," or "continue," and similar expressions and variations or negatives of these words. All such statements are subject to certain risks, uncertainties and other important factors that could cause actual results to differ materially and adversely from those projected, and may affect our future operating results, financial position and cash flows. These risks, uncertainties and other important factors include, but are not limited to: whether we are able to satisfy the closing conditions and close our acquisition of SiGe Semiconductor and/or Advanced Analogic Technologies; whether we are able to successfully integrate SiGe Semiconductor's and/or Advanced Analogic Technologies’ operations; uncertainty regarding global economic and financial market conditions; the susceptibility of the wireless semiconductor industry and the markets addressed by our, and our customers', products to economic downturns; the timing, rescheduling or cancellation of significant customer orders and our ability, as well as the ability of our customers, to manage inventory; losses or curtailments of purchases or payments from key customers, or the timing of customer inventory adjustments; the availability and pricing of third party semiconductor foundry, assembly and test capacity, raw materials and supplier components; changes in laws, regulations and/or policies in the United States that could adversely affect financial markets and our ability to raise capital; our ability to develop, manufacture and market innovative products in a highly price competitive and rapidly changing technological environment; economic, social and political conditions in the countries in which we, our customers or our suppliers operate, including security and health risks, possible disruptions in transportation networks and fluctuations in foreign currency exchange rates; fluctuations in our manufacturing yields due to our complex and specialized manufacturing processes; delays or disruptions in production due to equipment maintenance, repairs and/or upgrades; our reliance on several key customers for a large percentage of our sales; fluctuations in the manufacturing yields of our third party semiconductor foundries and other problems or delays in the fabrication, assembly, testing or delivery of our products; our ability to timely and accurately predict market requirements and evolving industry standards, and to identify opportunities in new markets; uncertainties of litigation, including potential disputes over intellectual property infringement and rights, as well as payments related to the licensing and/or sale of such rights; our ability to rapidly develop new products and avoid product obsolescence; our ability to retain, recruit and hire key executives, technical personnel and other employees in the positions and numbers, with the experience and capabilities, and at the compensation levels needed to implement our business and product plans; lengthy product development cycles that impact the timing of new product introductions; unfavorable changes in product mix; the quality of our products and any remediation costs; shorter than expected product life cycles; problems or delays that we may face in shifting our products to smaller geometry process technologies and in achieving higher levels of design integration; and our ability to continue to grow and maintain an intellectual property portfolio and obtain needed licenses from third parties, as well as other risks and uncertainties, including but not limited to those detailed from time to time in our filings with the Securities and Exchange Commission. These forward-looking statements are made only as of the date hereof, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise. |
Skyworks Solutions, Inc. Proprietary Information 6 Additional Information Additional Information about the Advanced Analogic Technologies Incorporated Acquisition and Where to Find It Skyworks plans to file with the Securities and Exchange Commission (“SEC”) Registration Statements on Form S-4 and S-8 in connection with the transaction and Advanced Analogic Technologies plans to file with the SEC and mail to its stockholders a Proxy Statement/Prospectus in connection with the transaction. The Registration Statements and the Proxy Statement/Prospectus will contain important information about Skyworks, Advanced Analogic Technologies, the transaction and related matters. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS AND PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN THEY ARE AVAILABLE. Investors and security holders will be able to obtain free copies of the Registration Statements and the Proxy Statement/Prospectus and other documents filed with the SEC by Skyworks and Advanced Analogic Technologies through the website maintained by the SEC at http://www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the Registration Statements and Proxy Statement/Prospectus from Skyworks by contacting Skyworks’ Investor Relations at (949) 231-4700, or by accessing Skyworks’ investor relations website at http://www.skyworksinc.com; or from Advanced Analogic Technologies by contacting Advanced Analogic Technologies’ Investor Relations at The Blueshirt Group, Lisa Laukkanen, at (415) 217-4967 or by accessing Advanced Analogic Technologies’ investor relations website at http://www.analogictech.com. Participants in the Advanced Analogic Technologies Incorporated Acquisition Solicitation Skyworks and Advanced Analogic Technologies, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by the merger agreement. Information about the directors and executive officers of Skyworks and Advanced Analogic Technologies are set forth in Skyworks’ and Advanced Analogic Technologies’ most recent Form 10-K/A, which were filed with the SEC on January 31, 2011 and May 2, 2011, respectively, as well as Skyworks’ proxy statement dated, and filed with the SEC on, April 7, 2011. Investors may obtain additional information regarding the interest of Skyworks and its directors and officers, and Advanced Analogic Technologies and its directors and executive officers in the proposed transaction, by reading the Registration Statements and Proxy Statement/Prospectus regarding the transaction when it becomes available. |
Skyworks Solutions, Inc. Proprietary Information 7 Skyworks’ Strategy Capitalize on High Growth Market Opportunities Capture a Leading Share Position Through Technology Leadership and Scale Generate Superior Operating Results and Shareholder Returns |
Skyworks Solutions, Inc. Proprietary Information 8 FY10: Breaking Away From the Pack Captured Market Share #1 Position in Front-End Solutions Outperformed Peer Group Generated Record Profits and Cash Flow Reinvested for Future Growth Increased Shareholder Value Solidified Our Position as the Market Leader and Established a Strong Foundation for Growth in FY12 and Beyond |
Skyworks Solutions, Inc. Proprietary Information 9 FY10 Accomplishments • Surpassed $1 Billion in Revenue • Grew Revenue by 34% • Increased Net Profits by 97% • Generated $229M in Cash Flow • Instituted Share Repurchase Program One Year Stock Price Performance Significantly Outpaced Indices |
Skyworks Solutions, Inc. Proprietary Information 10 10 Revenue ($M) Non-GAAP Operating Margin Cash Flow from Operations ($M) Strong Revenue Growth, Expanding Margins and Cash Generation FY10 Financial Highlights |
Skyworks Solutions, Inc. Proprietary Information 11 Linear Components Vertical Markets Mobile Internet Key Growth Engines High Growth Scale Technology Leadership Broad Market Reach Higher Margins Diversification Custom Solutions Highest Margins Long Life Cycles |
Skyworks Solutions, Inc. Proprietary Information 12 Broadband Access is a Mobile Phenomenon Source: Ericsson Fixed and Mobile Broadband Subscriptions |
Skyworks Solutions, Inc. Proprietary Information 13 Mobile Internet Now a Part of Our Daily Lives |
Skyworks Solutions, Inc. Proprietary Information 14 Mobile Device Unit Trends Source: Deutsche Bank, Oppenheimer and Internal Estimates |
Skyworks Solutions, Inc. Proprietary Information 15 Improving Industry Dynamics 2G 3G & Multimode TAM Growth Low High Dollar Content $1 Up to $10 Complexity Low High Sole Source Seldom Almost Always Competitors Many Few Capturing More Value Within the Handset Supply Chain FEM MCM 6x6mm Package Reference Scale Magnified Detail View |
Skyworks Solutions, Inc. Proprietary Information 16 Industry’s Most Diverse Customer Set 5230 Bionic XPERIA Galaxy-S 4G Curve 8530 WildFire S Skyworks Uniquely Supports All Leading Handset and Smartphone OEMs |
Skyworks Solutions, Inc. Proprietary Information 17 Worldwide Front-End Module Market Share 10%+ Customers Other Major Customers Reference Design Partners |
Skyworks Solutions, Inc. Proprietary Information 18 Smart Meter HDTV Thermostat Smart Phone Printer BluRay Player Gaming Device Home Stereo Computer Smart Appliance The Wirelessly Connected Home |
Skyworks Solutions, Inc. Proprietary Information 19 Skyworks’ Strategy is Working Steady Execution Above Market Growth and Operating Leverage are Sustainable Skyworks is in the Early Stages of Capitalizing on Multiple Macro Industry Trends Summary |
Benefits of Our Combination Liam K. Griffin Executive Vice President and General Manager, High Performance Analog Skyworks Solutions, Inc. * * * * * * * * * * * * * * * * * * * * * * |
Skyworks Solutions, Inc. Proprietary Information 21 High Performance Analog Vision • Diversify Across Customers and Markets • Deliver High Value, Technically Demanding Analog Solutions • Leverage R&D Scale and 900+ International Patents • Accrete Margins and Growth Profile Support 1,000 Global Customers Spanning 2,500 Analog Products |
Skyworks Solutions, Inc. Proprietary Information 22 High Performance Analog Mobile Mobile Connectivity Connectivity Liam Griffin Liam Griffin Vertical Market Vertical Market Solutions Solutions Analog Analog Components Components Trans-Tech AATI AATI |
Skyworks Solutions, Inc. Proprietary Information 23 Source: Gartner Group and Internal Estimates Consumer Electronics Industrial Electronics Computing / Storage Analog Markets Present Substantial and Diversified Opportunities $14.1 $15.4 $16.8 $18.0 8% CAGR Automotive Electronics Wired Communications Wireless Communications Other Analog Market TAM |
Skyworks Solutions, Inc. Proprietary Information 24 Targeting High Growth Diverse Markets Fuel Cells Gaming Mobile TV HDTV M2M Hybrids Analog Medical Sensors Computing Networking |
Skyworks Solutions, Inc. Proprietary Information 25 Expansive Portfolio Breadth Switches Attenuators Amplifiers 0 ° 90 ° Modulators LNA 0° 90 ° Demodulators Technical Ceramics Filters PLLs / Synthesizers / VCOs /n Directional Couplers Hybrid Couplers Detectors PIN Diodes Mixers RF IF LO Power Dividers / Combiners Schottky Diodes Tuning Varactor Diodes Phase Shifters MIS Silicon Chip Capacitors Front-End Modules RF Subsystems Transceivers Offering a Wide Range of Critical Analog Building Blocks |
Skyworks Solutions, Inc. Proprietary Information 26 Broadest Set of Customer Engagements …and are Aligned with All Key Baseband Partners |
Skyworks Solutions, Inc. Proprietary Information 27 Skyworks’ Infrastructure A Global Footprint with Unmatched Scale |
Skyworks Solutions, Inc. Proprietary Information 28 Summary • Together We Immediately Expand Our Opportunity Within Several Strategic Growth Segments – Battery Chargers – DC/DC Converters – Display and Lighting – Voltage Regulators • Leveraging Analog Tech’s Innovative Product Portfolio Across Skyworks’ Sales Channel = Market Outperformance • Launching Integration Teams Now Under Steve Machuga and Tony Alvarez – Smart Phones – Tablets – Notebook PCs – Set-Top Boxes Fast Ascent to Analog Power Management Leadership… Fasten Your Seatbelts! – LCD/LED HD TVs – Cable Modems – Digital Cameras |