SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement under Section 14(d)(4) of the
Securities Exchange Act of 1934
ADVANCED ANALOGIC TECHNOLOGIES INCORPORATED
(Name of Subject Company)
ADVANCED ANALOGIC TECHNOLOGIES INCORPORATED
(Name of Person(s) Filing Statement)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
00752J 10 8
(CUSIP Number of Class of Securities)
Richard K. Williams
President, Chief Executive Officer and Chief Technical Officer
Advanced Analogic Technologies Incorporated
3230 Scott Boulevard
Santa Clara, California 95054
(408) 737-4600
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of the person(s) filing statement)
With copies to:
Mark L. Reinstra, Esq.
Robert T. Ishii, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
| x | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Schedule 14D-9 filing includes the following document relating to the proposed acquisition of Advanced Analogic Technologies Incorporated, a Delaware corporation (“AATI”), by Skyworks Solutions, Inc., a Delaware corporation (“Skyworks”), pursuant to the terms of an Agreement and Plan of Merger dated as of May 26, 2011 and as amended November 30, 2011, by and among Skyworks, PowerCo Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Skyworks, and AATI: presentation made to AATI employees on December 1, 2011.
 AATI Communications Meeting December 1, 2011 |
 Agenda » Skyworks M&A Update » Timeline » Skyworks & AATI 2 |
 Acquisition Update » SKWS to Acquire AATI For $5.80 Per Share in Cash (vs. $6.13) » Tender Offer to Be Commenced Within Seven Business Days » Transaction Expected to Be Completed in January 2012 » AATI Has Addressed and Satisfactorily Clarified All Issues Previously Raised By SKWS » The Companies Have Agreed to Voluntarily Dismiss Claims Asserted Against Each Other in Delaware Chancery Court » SKWS and AATI Have Mutually Determined That Respective Claims Were Insignificant in Light of Overall Value of Transaction 3 |
 Transaction Timeline 4 |
 Implications » Geographic: SKW Has No Northern CA Office » Skillset: SKW Has Limited Power Mgt Capability » Products: Complementary & Synergistic; No Overlap » Customers: Many Common Customers, Many New Opportunities » Projects: Continue as We’re Doing Now » Integration: Planning Before Close, Activities Start After Close » Job Continuity: Will Come From Integration Plan 5 No Change From May’11 Presentation |
 Skyworks HPA Division Overview 6 Skyworks Nov’11 Company Overview |
 Skyworks View of Analog Market 7 Skyworks May’11 Company Overview |
 Skyworks Mobile Customers 8 Skyworks Nov’11 Company Overview |
 Skyworks Annual Financials 9 Skyworks Nov’11 Company Overview |
 Skyworks Financials FQ4’11 10 Skyworks Nov’11 Company Overview |
 Conclusion » SKWS M&A Will Proceed (And Quickly) » AATI is in Better Shape Than 12 Mths Ago » SKWS M&A Will Make AATI Stronger » We Still Have a Business to Run » Stay Focused » Look Forward 11 |
 Additional Information and Where to Find It » Additional Information and Where to Find It » Skyworks will file a Tender Offer Statement on Schedule TO and AATI will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the Securities and Exchange Commission (“SEC”) in connection with the amended merger agreement and tender offer. Security holders are advised to read the Tender Offer Statement and the Solicitation/Recommendation Statement when they are available because they will contain important information. Investors can obtain the Tender Offer Statement when it is filed by Skyworks, the Solicitation/Recommendation Statement when it is filed by AATI, and other documents filed by Skyworks and/or AATI for free at the web site of the U.S. Securities and Exchange Commission at http://www.sec.gov. In addition, investors and security holders can obtain free copies of the documents filed by Skyworks with the SEC from Skyworks by contacting Skyworks’ Investor Relations at (949) 231-4700 or by accessing Skyworks’ investor relations website at http://www.skyworksinc.com, and free copies of the documents filed by AATI with the SEC from AATI by contacting AATI’s 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. 12 |