Exhibit 99.1
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Your Imagination, Our Innovation
Avago Technologies to Acquire LSI Corporation
Global Employee Meeting December 16, 2013
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Your Imagination, Our Innovation
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.
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Your Imagination, Our Innovation
Today’s Announcement
Avago will acquire LSI Corporation
Consideration
Offer price for LSI of $11.15 per share
100% cash consideration
Equity value of $6.6 billion
Sources of Financing
$1.0 billion cash from combined company balance sheet
$4.6 billion of fully committed term loans
$1.0 billion convertible note or preferred stock from Silver Lake Partners
Expected close in first half of calendar 2014, subject to customary closing conditions
Companies will continue to operate independently until the close
This is about growth – together we are a stronger semiconductor company
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Your Imagination, Our Innovation
Benefits of the Transaction
Positions Avago as a leader in the enterprise storage market
Expands Avago’s market position and brings valuable system-level expertise in wired infrastructure
Diversifies our revenue and increases Avago’s scale
Immediately accretive to free cash flow and non-GAAP earnings per share
Together, we are bigger, better, stronger
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Your Imagination, Our Innovation
About LSI Corporation
San Jose-based semiconductor company leading in key end segments with highly complementary product set to Avago; $2.4 billion in revenues over four main product segments:
Enterprise Storage Wired Infrastructure
End Markets Storage Connectivity Hard Disk Drives Flash Networking
SAS SoCs SSD Network
Controllers Controllers Processors
Key Product Pre-Amplifiers
Families RAID Solutions PCIe Flash Enterprise &
Cards Telecom ASICs
Key
Customers
Note: “Enterprise Storage” and “Wired Infrastructure” reflect Avago’s definition of end markets
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Your Imagination, Our Innovation
Optimized System-Level Solutions for Wired Infrastructure
Fiber Optic SerDes ASICs SoCs/Software Processors
Optimized Systems
Datacenter
Communications Infrastructure
Enterprise Networking
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Your Imagination, Our Innovation
Increases Scale and Diversifies Revenue
Avago
LSI
Combined
LTM Revenue: $4,885M
Industrial & Other
14%
Wired
Infrastructure
23%
LTM Revenue: $2,520M LTM Revenue: $2,365M
(11/4/13) (9/29/13)
Wireless Comms
Industrial & Other Other 5%
23% Networking 25%
17%
Wired
Infrastructure
29%
Enterprise
Storage Storage
Wireless Comms
48% 78% 38%
Source: Company filings and presentations
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Your Imagination, Our Innovation
Combined Company – Growing Together
~4700 employees worldwide
Headquarters in San Jose, CA and Singapore
~5,300 employees worldwide
Headquarters in San Jose, CA
Combined Company
Fort Collins, CO Colorado Springs, CO
Seoul, KR
San Jose, CA Allentown, PA Pune, IN Shanghai, CN
Penang, MY
Matamoros, MEX
Bangalore, IN
Singapore, SG
Avago LSI
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Your Imagination, Our Innovation
Q&A
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Additional Information and Where to Find It; Participants in Solicitation
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.
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