Exhibit (c)(4)
Project Motion Process Update Strictly Private and Confidential June 28, 2012 |
1 Executive Summary and Process Review RBC was engaged on February 29th, 2012 to explore a potential transaction Commencing on April 10th, RBC contacted 18 parties - 14 parties showed potential interest - 9 parties executed an NDA - 8 parties held management meetings and subsequent follow-ups RBC sent bid instruction letters to 4 parties, however, no parties bid at this time - Avago - Dialog - Fairchild - ON RBC remains in dialogue with 2 parties: Marvell and NXP continue to be engaged and are still evaluating A few of the parties who have passed will likely revisit at a later time: Dialog, Murata, ON and Skyworks RBC would like to discuss and review with the Board a summary of the process, selected feedback and potential next steps |
2 Process Summary RBC has conducted a fulsome outreach that included 18 potential buyers - 14 potential buyers, or approximately 78% of those contacted, expressed interest 8 potential buyers held management meetings 2 potential buyers continue to evaluate - Marvell has requested a follow-up technology meeting Contacted Evaluated Held Management Meetings Currently Evaluating Process Results 0 2 8 12 18 Bid Submitted PASSED: PASSED: PASSED: |
3 Feedback and Key Concerns from Interested Parties that Passed Feedback / Key Concerns - Impressed by what the team has accomplished - Concerned about taking on fab & operations - too far outside current model - Want to stay platform agnostic if there will be growth in sensor MCUs - Took a hard look that included multiple meetings - Feel there is a need for a hard gyro in the near term for high end - Concerned that mobile space is very competitive with little space for new entrants and growth - Company's differentiation difficult for them to grasp - Would like to see new products (mobile and auto) in production and additional Tier 1 wins - Initially very interested - explored technology synergies (stacking power management + MEMS) - Feel there exists heavy reliance on one individual (Yang Zhao) - Concerned about complexity of fab & operations - Would like to see how the Company executes on roadmap and return of revenue growth - Overall, they like the Company and team - Feel there is too much overlap currently with what they are already doing with accelerometers and had difficulty seeing what differentiates the Company's magnetometers - Initially very interested - Explored potential synergies across multiple divisions (mobile, auto, and industrial) - In the end, had difficulty seeing how they grow the business at this time - Feel there is too much risk in light of other projects they have underway - would like to see additional customer traction and how launch of new products is received - Concerned it is going to be difficult to drive integration and it will take longer than expected - Not convinced of growth trajectory of integrated products - Interested in Crossbow assets - Waiting to see how integration of Company's additional products (3D accelerometer and gyroscope) progress and how competition pans out |
APPENDIX |
5 Call Log Summary Project Motion Company Have Contacted Acknowledged / Evaluating Sent Teaser Sent NDA Executed NDA Scheduled Mgmt. Mtg. Held Meeting Bid Submitted Not Proceeding In Process Marvell Technology Group Ltd. NXP Semiconductors NV Not Proceeding Atmel Corporation Avago Technologies Limited Broadcom Corp. Cypress Semiconductor Corporation Dialog Semiconductor Plc Dover Corp. Fairchild Semiconductor International Freescale Semiconductor Holdings Infineon Technologies AG MediaTek Inc. Microchip Technology Inc. Murata Manufacturing Co. Ltd. ON Semiconductor Corp. QUALCOMM Incorporated Skyworks Solutions Inc. Texas Instruments Inc. |