Lam Research (LRCX) 8-K Entry into a Material Definitive Agreement

Lam Research and Novellus Systems

Lam Research and Novellus Systems

December 14, 2011

December 14, 2011

Leading the Next Generation of

Leading the Next Generation of

Semiconductor Manufacturing

Semiconductor Manufacturing

Technology

Technology

Filed by Novellus Systems, Inc.

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: Novellus Systems, Inc.

Commission File No.:  000-17157

Exhibit 99.8

Lam Research Corporation –

December 14, 2011

Slide -

2

(v7)

A Transformative Transaction

A Transformative Transaction

Terms

Each share of Novellus Systems will be exchanged for 1.125 shares of

Lam Research

Consideration¹

Stock acquisition valued at ~$3.3 billion or $44.42 per Novellus

share

Pro Forma Ownership

~59% Lam Research shareholders; ~41% Novellus shareholders on a fully

diluted basis

Share Repurchase

$1.6 billion share repurchase program

Target execution over the 12-month period post transaction close

Funded from available on-shore cash and on-shore cash generation

Leadership

Martin Anstice, CEO; Tim Archer, COO; Ernie Maddock, CFO

Board of Directors

4 new board member nominees, mutually designated by Novellus and

Lam Research

Anticipated Close /

Conditions

Anticipated close in the second quarter 2012

Approval by Lam Research and Novellus shareholders, customary

closing conditions and regulatory approvals

1

As of December 14, 2011

Tax Treatment

Tax-free

Lam Research and Novellus Systems

Lam Research and Novellus Systems

Founded in 1980

Headquartered in Fremont, CA

~3,750 Employees

Leader in Etch & Clean equipment

Expertise in

Operations in California, Austria, and Korea

Revenue of $~3.1B and operating income of ~$700M

Note:  Revenue and non-GAAP operating income statistics for the last twelve months ending Sep-2011. Does not include effects of purchase accounting or synergies.

CVD:  chemical vapor deposition; PECVD:  plasma-enhanced chemical vapor deposition; PVD:  physical vapor deposition; ECD:  electrochemical deposition.

Founded in 1984

Headquartered in San Jose, CA

~2,700 Employees

Leader in Deposition & Surface Preparation equipment

Expertise in

Operations in California, Oregon, and Germany

Revenue of ~$1.5B and operating income of ~$350M

Strong Presence at 100% of the Top Ten Semi Capital Spenders

–

Semiconductor manufacturing

–

Wafer-level packaging

–

MEMS

–

Etch:  conductor, dielectric

–

Single-wafer clean

–

Semiconductor manufacturing

–

Wafer-level packaging

–

Industrial applications

–

Deposition:  CVD, PECVD, PVD, ECD

–

Ultraviolet thermal processing

–

Resist strip

–

Surface preparation

Lam Research Corporation –

December 14, 2011

Slide -

4

(v7)

The Right Time and the Right Combination

The Right Time and the Right Combination

IC Device Complexity Is Growing:

Semiconductor roadmap facing steep technology and cost challenges

Increases the importance for customers to partner with strong suppliers 

Right Combination for Future Growth Opportunities:

Combined company able to deliver solutions neither could offer independently

Increased scale enables even more comprehensive support capabilities tailored to

customers’

needs

Technical adjacencies support rapid development of leading-edge process solutions

Efficiently and effectively develop solutions for next-generation technology including

450 mm

Management depth and breadth capable of accomplishing combined goals

Opportunities for Equipment Suppliers are Growing:

Long-term demand being driven by mobility and cloud computing trends

Chipmakers

must

have

strategic

vendors

who

can

address

technical

hurdles

2D

3D

Lam Research Corporation –

December 14, 2011

Slide -

5

(v7)

Compelling Strategic Rationale

Compelling Strategic Rationale

Complementary products and technologies

Complementary products and technologies

Accelerating the pace of innovation

Accelerating the pace of innovation

Superior ability to meet customer requirements

Superior ability to meet customer requirements

Enhanced revenue growth

Enhanced revenue growth

Significant cost synergies

Significant cost synergies

Lam Research Corporation –

December 14, 2011

Slide -

6

(v7)

Spares &

Services

Etch

Surface

Preparation

Deposition

Industrial 

Applications

Leadership

Position in

Emerging

Markets

Customer -

Recognized

for Supplier

Leadership

12% -

14%

of WFE

5% -

6%

of WFE

12% -

14%

of WFE

Complementary Product Leadership

Complementary Product Leadership

#1 in Etch

Note:

CVD:

chemical

vapor

deposition;

Cu

ECD:

copper

electrochemical

deposition

.

Source:

Leadership

positions

based

on

Gartner

Dataquest

and

company

data

specific

to

2010

shares;

WFE

percentages

based

on

Gartner

Dataquest

and

company

data.

#1 in Cu ECD

#2 in Plasma

CVD

Expect to Serve ~32% of Total Wafer Fab Equipment Market

#2 in Dry Strip

#2 in Clean

Lam Research Corporation –

December 14, 2011

Slide -

7

(v7)

Enhanced Financial Profile

Enhanced Financial Profile

Enhanced

Revenue Growth

Technical benefits from owning adjacent technologies

Collectively optimize and accelerate development of next-generation tools

Leveraging deep and complementary customer relationships

Cost Synergies

Annualized cost savings of ~$100 million by CQ4 2013

–

Significant supplier and operating expense synergies

Balance Sheet

Strong balance sheet to pursue strategic plans and enable significant

share repurchase

–

~$3.1 billion gross cash and investments; ~$ 1.7 billion debt

1

Share Repurchase

1

Pro forma as of quarter ended September 2011.  Debt stated at maturity value.

$1.6 billion share repurchase program

–

Target execution over 12-month period following transaction close

–

Funded through available on-shore cash and on-shore cash generation

EPS Accretion

Accretive within 12 months following transaction close

Lam Research Corporation –

December 14, 2011

Slide -

8

(v7)

Roadmap for Successful Integration

Roadmap for Successful Integration

Strong cultural fit

Strong cultural fit

Geographic proximity

Geographic proximity

Integrating management team

Integrating management team

Integrating Board of Directors

Integrating Board of Directors

Integration team from both companies

Integration team from both companies

Focus on value creation from revenue

Focus on value creation from revenue

growth and organizational efficiencies

growth and organizational efficiencies

Areas of revenue and cost synergy

Areas of revenue and cost synergy

opportunities identified

opportunities identified

Preparing for an Efficient and Successful Integration

Note: Following transaction close.

One Team

Planning for Success

Lam Research Corporation –

December 14, 2011

Slide -

9

(v7)

Summary

Summary

Employees

Strengthens our position within the industry

Potential exists to accelerate growth as a combined company

Opportunity to lead the industry in the development of next-generation

technology

Customers

Investors

Enhanced financial profile

Significant cost synergies; ~$100 million annualized by CQ4 2013

$1.6 billion share repurchase program

Accretive to non-GAAP EPS within 12 months following transaction close

A Compelling Combination for All Constituents

Complementary skills, technologies and product capabilities to deliver

innovative and cost-effective solutions

Positioned to efficiently and effectively develop next-generation

technology solutions including 450 mm capabilities

(v7)

Q&A

Q&A

Lam Research Corporation –

December 14, 2011

Slide -

11

(v7)

Lam Research Corporation –

December 14, 2011

Slide -

12

(v7)

How to Find Further Information

How to Find Further Information

This

communication

does

not

constitute

an

offer

to

sell

or

the

solicitation

of

an

offer

to

buy

any

securities,

or

a

solicitation

of

any

vote

or

approval,

nor

shall

there

be

any

sale

of

securities

in

any

jurisdiction

in

which

such

offer,

solicitation

or

sale

would

be

unlawful

prior

to

registration

or

qualification

under

the

securities

laws of any such jurisdiction. In connection with the proposed merger, Lam Research intends to file with the

SEC

a

registration

statement

on

Form

S-4

that

will

include

a

joint

proxy

statement

of

Lam

Research

and

Novellus

Systems

that

also

constitutes

a

prospectus

of

Lam

Research.

Lam

Research

and

Novellus

Systems

will

furnish

the

joint

proxy

statement/prospectus

and

other

relevant

documents

to

their

respective

security

holders

in

connection

with

the

proposed

merger

of

Lam

Research

and

Novellus

Systems.

BEFORE

MAKING

ANY

VOTING

OR

INVESTMENT

DECISION,

WE

URGE

SECURITY

HOLDERS

AND

INVESTORS

TO

READ

THE

JOINT

PROXY

STATEMENT/PROSPECTUS

(INCLUDING

ALL

AMENDMENTS

AND

SUPPLEMENTS

THERETO)

AND

OTHER

DOCUMENTS

FILED

WITH

THE

SEC

CAREFULLY

AND

IN

THEIR

ENTIRETY

WHEN

THEY

BECOME

AVAILABLE,

BECAUSE

THEY

WILL

CONTAIN

IMPORTANT

INFORMATION

ABOUT

LAM

RESEARCH

AND

NOVELLUS

SYSTEMS

AND

THE

PROPOSED

MERGER.

The

proposals

for

the

merger

will

be

made

solely

through

the

joint

proxy

statement/prospectus.

In

addition,

a

copy

of

the

joint

proxy

statement/prospectus

(when

it

becomes

available)

may

be

obtained

free

of

charge

from

Lam

Research

Corporation,

Investor

Relations,

4650

Cushing

Parkway,

Fremont,

CA

94538-6401,

or

from

Novellus

Systems,

Investor

Relations,

4000

North

First

Street,

San

Jose,

CA

95134.

Security

holders

will

be

able

to

obtain,

free

of

charge,

copies

of

the

joint

proxy

statement/prospectus

and

S-4

Registration

Statement

and

any

other

documents

filed

by

Lam

Research

or

Novellus

Systems

with

the

SEC

in

connection

with

the

proposed

Merger

at

the

SEC’s

website

at

http://www.sec.gov,

and

at

the

companies’

websites

at

www.Lam

Research.com

and

www.Novellus.com,

respectively.

Lam Research Corporation –

December 14, 2011

Slide -

13

(v7)

Cautions Regarding Forward-Looking Statements

Cautions Regarding Forward-Looking Statements

This

announcement

contains,

or

may

contain,

“forward-looking

statements”

concerning

Lam

Research

and

Novellus

Systems

(together

such

companies

and

their

subsidiaries

being

the

“Merged

Company”),

which

are

subject

to

the

safe

harbor

provisions

created

by

the

Private

Securities

Litigation

Reform

Act

of

1995.

Generally,

the

words

“believe,”

“anticipate,”

“expect,”

“may,”

“should,”

“could,”

and

other

future-oriented

terms

identify

forward-looking

statements.

Forward-looking

statements

include,

but

are

not

limited

to,

statements

relating

to

the

following:

(i)

the

expected

benefits

of

the

Merger

and

the

repurchase

program,

the

expected

accretive

effect

of

the

Merger

and

the

repurchase

program

on

the

Merged

Company’s

financial

results,

expected

cost,

revenue,

technology

and

other

synergies,

the

expected

impact

for

customers,

employees

and

end-users,

future

capital

expenditures,

expenses,

revenues,

earnings,

economic

performance,

financial

condition,

losses

and

future

prospects;

(ii)

business

and

management

strategies

and

the

expansion

and

growth

of

Lam

Research’s

or

Novellus

Systems’

operations;

(iii)

the

effects

of

government

regulation

on

Lam

Research’s,

Novellus

Systems’

or

the

Merged

Company’s

business;

(iv)

future

industry

developments

and

trends;

(v)

the

other

statements

set

forth

in

the

CEO

quotes;

(vi)

the

anticipated

timing

of

shareholder

meetings

and

completion

of

the

proposed

merger

and

the

repurchase

program;

and

(vii)

assumptions

underlying

any

of

the

foregoing

statements.

These

forward-looking

statements

are

based

upon

the

current

beliefs

and

expectations

of

the

management

of

Lam

Research

and

Novellus

Systems

and

involve

risks

and

uncertainties

that

could

cause

actual

results

to

differ

materially

from

those

expressed

in

the

forward-looking

statements.

Many

of

these

risks

and

uncertainties

relate

to

factors

that

are

beyond

Lam

Research’s

and

Novellus

Systems’

ability

to

control

or

estimate

precisely

and

include,

without

limitation:

the

ability

to

obtain

governmental

or

stockholder

approvals

of

the

Merger

or

to

satisfy

other

conditions

to

the

Merger

on

the

proposed

terms

and

timeframe;

the

possibility

that

the

Merger

does

not

close

when

expected

or

at

all,

or

that

the

companies

may

be

required

to

modify

aspects

of

the

Merger

to

achieve

regulatory

approval;

the

ability

to

realize

the

expected

synergies

or

other

benefits

from

the

transaction

in

the

amounts

or

in

the

timeframe

anticipated;

the

potential

harm

to

customer,

supplier,

employee

and

other

relationships

caused

by

the

announcement

or

closing

of

the

Merger;

the

ability

to

integrate

Novellus

Systems’

and

Lam

Research’s

businesses

in

a

timely

and

cost-efficient

manner;

uncertainties

in

the

global

economy

and

credit

markets;

unanticipated

trends

with

respect

to

the

cyclicality

of

the

semiconductor

industry;

and

rates

of

change

in,

future

shipments,

margins,

market

share,

capital

expenditures,

revenue

and

operating

expenses

generally;

volatility

in

quarterly

results

and

in

the

stock

price

of

the

Merged

Company;

customer

requirements

and

the

ability

to

satisfy

those

requirements;

customer

capital

spending

and

their

demand

for

the

Merged

Company’s

products;

the

ability

to

defend

the

Merged

Company’s

market

share

and

to

gain

new

market

share;

anticipated

growth

in

the

industry

and

the

total

market

for

wafer-fabrication

and

support

equipment

and

the

Merged

Company’s

growth

relative

to

such

growth;

levels

of

research

and

development

expenditures;

the

estimates

made,

and

the

accruals

recorded,

in

order

to

implement

critical

accounting

policies

(including

but

not

limited

to

the

adequacy

of

prior

tax

payments,

future

tax

liabilities

and

the

adequacy

of

the

Merged

Company’s

accruals

relating

to

them);

access

to

capital

markets;

the

ability

to

manage

and

grow

the

Merged

Company’s

cash

position;

(continued

on

next

page)

Lam Research Corporation –

December 14, 2011

Slide -

14

(v7)

Cautions Regarding Forward-Looking Statements

Cautions Regarding Forward-Looking Statements

(continued

from

prior

page)

the

sufficiency

of

the

Merged

Company’s

financial

resources

to

support

future

business

activities

(including

but

not

limited

to

the

repurchase

program,

operations,

investments,

debt

service

requirements

and

capital

expenditures);

inventory

levels

and

inventory

valuation

adjustments;

the

impact

of

legal

proceedings;

unexpected

shipment

delays

which

adversely

impact

shipment

volumes;

inaccuracies

related

to

the

timing

and

satisfaction

of

remaining

obligations

related

to

vacated

leases;

the

inability

to

recover

the

amortized

cost

of

investments

in

auction-rate

securities,

market

changes

negatively

affecting

auction-rate

securities

and

the

government’s

inability

to

guarantee

the

underlying

securities;

the

inability

to

enforce

the

Merged

Company’s

patents

and

protect

its

trade

secrets;

and

other

risks

and

uncertainties,

including

those

detailed

from

time

to

time

in

Lam

Research’s

and

Novellus

Systems’

periodic

reports

(whether

under

the

caption

Risk

Factors

or

Forward

Looking

Statements

or

elsewhere).

Neither

Lam

Research

nor

Novellus

Systems

can

give

any

assurance

that

such

forward-looking

statements

will

prove

to

have

been

correct.

The

reader

is

cautioned

not

to

place

undue

reliance

on

these

forward-looking

statements,

which

speak

only

as

of

the

date

of

this

announcement.

Neither

Lam

Research

nor

Novellus

Systems

nor

any

other

person

undertakes

any

obligation

to

update

or

revise

publicly

any

of

the

forward-looking

statements

set

out

herein,

whether

as

a

result

of

new

information,

future

events

or

otherwise,

except

to

the

extent

legally

required.

Nothing

contained

herein

shall

be

deemed

to

be

a

forecast,

projection

or

estimate

of

the

future

financial

performance

of

Lam

Research,

Novellus

Systems,

or

the

Merged

Company,

following

the

implementation

of

the

Merger

or

otherwise.

No

statement

in

this

announcement

should

be

interpreted

to

mean

that

the

earnings

per

share,

profits,

margins

or

cash

flows

of

Lam

Research

or

the

Merged

Company

for

the

current

or

future

financial

years

would

necessarily

match

or

exceed

the

historical

published

figures.

Lam Research Corporation –

December 14, 2011

Slide -

15

(v7)

Participants in the Solicitation

Participants in the Solicitation

The

directors

and

executive

officers

of

Lam

Research

and

Novellus

Systems

may

be

deemed

to

be

participants

in

the

solicitation

of

proxies

in

connection

with

the

approval

of

the

proposed

transaction.

Lam

Research

plans

to

file

the

registration

statement

that

includes

the

joint

proxy

statement/prospectus

with

the

SEC

in

connection

with

the

solicitation

of

proxies

to

approve

the

proposed

transaction.

Information

regarding

Lam

Research’s

directors

and

executive

officers

and

their

respective

interests

in

Lam

Research

by

security

holdings

or

otherwise

is

available

in

its

Annual

Report

on

Form

10-K

filed

with

the

SEC

on

August

19,

2011

and

its

Proxy

Statement

on

Schedule

14A

filed

with

the

SEC

on

September

19,

2011.

Information

regarding

Novellus

Systems’

directors

and

executive

officers

and

their

respective

interests

in

Novellus

Systems

by

security

holdings

or

otherwise

is

available

in

its

Annual

Report

on

Form

10-K

filed

with

the

SEC

on

February

25,

2011

and

its

Proxy

Statement

on

Schedule

14A

filed

with

the

SEC

on

April

8,

2011.

Additional

information

regarding

the

interests

of

such

potential

participants

is

or

will

be

included

in

the

joint

proxy

statement/prospectus

and

registration

statement,

and

other

relevant

materials

to

be

filed

with

the

SEC,

when

they

become

available,

including

in

connection

with

the

solicitation

of

proxies

to

approve

the

proposed

transaction

and

to

elect

directors.