Filed by TriQuint Semiconductor, 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: RF Micro Devices, Inc.
Commission File No.: 000-22511
Date: November 18, 2014
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Safe Harbor Language
Forward-Looking Statements
This communication contains forward-looking statements, including but not limited to those regarding the proposed business combination between RF Micro Devices, Inc. (“RFMD”) and TriQuint Semiconductor, Inc. (“TriQuint”) (the “Business Combination”) and the transactions related thereto. These statements may discuss the anticipated manner, terms and conditions upon which the Business Combination will be consummated, the future performance and trends of the combined businesses, the synergies expected to result from the Business Combination, and similar statements. Forward-looking statements may contain words such as “expect,” “believe,” “may,” “can,” “should,” “will,” “forecast,” “anticipate” or similar expressions, and include the assumptions that underlie such statements. These statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statemen ts, including but not limited to: the ability of the parties to consummate the Business Combination in a timely manner or at all; satisfaction of the conditions precedent to consummation of the Business Combination, including the ability to secure regulat ory approvals in a timely manner or at all; the possibility of litigation (including related to the transaction itself); RFMD and TriQuint’s ability to successfully integrate their operations, product lines, technology and employees and realize synergies from the Business Combination; unknown, underestimated or undisclosed commitments or liabilities; the level of demand for the combined companies’ products, which is subject to many factors, including uncertain global economic and industry conditions, demand for electronic products and semiconductors, and customers’ new technology and capacity requirements; RFMD’s and
TriQuint’s ability to (i) develop, deliver and support a broad range of products, expand their markets and develop new markets, (ii) timely align their cost structures with business conditions, and (iii) attract, motivate and retain key employees; and o ther risks described in RFMD’s and TriQuint’s Securities and Exchange Commission (“SEC”) filings. All forward-looking statements are based on management’s estimates, projections and assumptions as of the date hereof. Neither RFMD nor TriQuint undertakes any obligation to update any forward-looking statements.
© 2014 Qorvo, Inc. 2
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No Offer or Solicitation
This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities, nor shall there be any sale, issuance or transfer of securities in any jurisdictio n in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Additional Information and Where to Find It
In connection with the proposed Business Combination, Qorvo, Inc., a newly-formed holding company under RFMD
(“Qorvo”), has filed with the SEC a Form S-4 (the “Registration Statement”), which was declared effective on July 30, 2014 and which includes a registration statement and a prospectus with respect to Qorvo’s shares to be issued in the Business Combination. The Registration Statement contains important information about the proposed Business Combination and related matters. SECURITY HOLDERS ARE URGED AND ADVISED TO READ THE REGISTRATION STATEMENT CAREFULLY. The Registration Statement and other relevant materials and any other documents filed by Qorvo, RFMD or TriQuint with the SEC may be obtained free of charge at the SEC’s website, at www.sec.gov. In addition, security holders of
TriQuint will be able to obtain free copies of the Registration Statement from TriQuint by contacting Investor Relations by mail at TriQuint Semiconductor, Inc., 2300 N.E. Brookwood Parkway, Hillsboro, Oregon 97124, Attn: Investor Relations Department, by telephone at (503) 615-9413, or by going to TriQuint’s Investor Relations page on its corporate website at www.triquint.com; and security holders of RFMD will be able to obtain free copies of the Registration Statement from RFMD by contacting Investor Relations by mail at RF Micro Devices, Inc., 7628 Thorndike Road Greensboro, North Carolina 27409-9421, Attn: Investor Relations Department, by telephone at (336) 678-7088, or by going to RFMD’s Investor Relations page on its corporate web site at www.rfmd.com.
© 2014 Qorvo, Inc. 3
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Agenda
Bob Bruggeworth 8:35 am – 8:50 am Overview
Eric Creviston 8:50 am – 9:35 am Mobile
Break 9:35 am – 9: 50 am
James Klein 9:50 am – 10:35 am Infrastructure & Defense
Dean Priddy 10:35 am – 10:50 am Administration and Value Creation
Steve Buhaly 10:55 am – 11:10 am Financials
Questions and Answers 11:10 am – 11:50 am
© 2014 Qorvo, Inc. 4
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Attendees
Bob Bruggeworth CEO Steve Buhaly CFO Barry Church Finance Mike Laber Finance Suzanne Rudy Finance
James Klein Infrastructure & Defense Dave Lacinski Infrastructure & Defense Eric Creviston Mobile Grant Brown Mobile Todd Gillenwater Mobile Sean Riley Mobile Dean Priddy Program Management Office Paul Gilgallon Program Management Office Brandi Frye Marketing Doug DeLieto Investor Relations
© 2014 Qorvo, Inc. 5
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RF at the Heart of Connectivity
Internet of Things Cellular/Wireless Infrastructure
Broadband/CATV
Smart Energy/AMI Wi-Fi Mobile Data Aerospace and Defense
Smartphones / tablets
$10+ Billion RF Market Growing at 10%-15%
© 2014 Qorvo, Inc. 6
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Mobile Industry Landscape
The world’s demand for mobile data is growing exponentially, driving the next-generation of mobile devices and network infrastructure
Mobile Device RF TAM
~15% CAGR
$15.0b
$12.5b
$10.0b
$7.5b
$5.0b
$2.5b
$0.0b
2013 2014 2015 2016 2017
Mobile Traffic Growth
Exabytes per Month (1)
18
15.9 EB
10.8 EB
9
7.0 EB
4.4 EB
2.6 EB
1.5 EB
0
2013 2014 2015 2016 2017 2018
RF Complexity
Total Frequency Bands (2)
50
43
40
30
20
10 6
2
0
2005 2010 2015 Est
(1) Source: Cisco Visual Networking Index: Global Mobile Data Traffic Forecast, 2014 (2) Source: Management
© 2014 Qorvo, Inc. 7
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Infrastructure & Defense Landscape
Base Station
Optical
Defense
Wi-Fi
CATV
GaN
Worldwide 4G cellular infrastructure rollout Network upgrades to support data demand New products and trusted foundry capability Explosion in connected devices Residential data demand, primarily video Leadership in a disruptive growth opportunity
© 2014 Qorvo, Inc. 8
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Unmatched Competitive Advantages
Customer Relationships Engineering Scale & Expertise
Trusted supplier capable of solving Diverse engineering expertise spanning customers’ most critical RF challenges process, product and packaging technologies
Product Leadership Manufacturing Scale & Expertise
Design and build high-value, Support large customers with customer-demanded RF solutions industry’s lowest cost structure
© 2014 Qorvo, Inc. 9
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Innovation Driving Superior Financial Results
Superior
Financial Invest in Results Innovation
Create New Product &
Growth Technology
Opportunities Leadership
Solve
Customer
Challenges
© 2014 Qorvo, Inc. 10
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Two Businesses Focused on Growth
Characteristics Select Markets
World’s largest consumer Smartphones electronics market
Handsets
Mobile Industry’s most
Products comprehensive product Tablets portfolio Connected Devices
Revenue ~$2B / year High Performance Wi-Fi
Leadership in Large Global Markets
Broad product portfolio across Defense diverse set of end markets
Infrastructure Optical
& Defense Highly differentiated solutions Base Station Products Long product life cycles CATV/Broadband
Revenue ~$500M / year Infrastructure Wi-Fi
© 2014 Qorvo, Inc. 11
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Mobile Products
© 2014 Qorvo, Inc.
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Our Market is Transforming
© 2014 Qorvo, Inc. 13
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Mobile Data Consumption is Exploding
64% CAGR 2012–2017 (Exabytes / Month)
10.8
7.0
4.4
1.5 2.6
0.9
2012 2013 2014 2015 2016 2017
Source: Cisco Visual Networking Index
© 2014 Qorvo, Inc. 14
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The Entire Ecosystem Benefits
More data
Consumers
Higher ARPU
Carriers
Greater return on spectrum investments
Device More functionality in same footprint = Manufacturers more value to users Increased portfolio turnover drives $
© 2014 Qorvo, Inc. 15
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We Enable Mobile Data
Premium Filters
Carrier Aggregation Enables LTE bands, tightened specs, and carrier aggregation
Aggregates multiple frequency bands
(“carriers”) to increase mobile data Antenna Control throughput Solutions
Envelope Optimizes antenna efficiency to increase mobile data throughput, reduce overall footprint, and
Tracking support broader range of frequency bands Optimizes power efficiency in LTE PAs to increase mobile data throughput, High Performance Switching enhance network coverage, and extend battery life across all modes and bands
Maximizes device efficiency, minimizes complexity, and reduces overall footprint to enable LTE band count proliferation and increase mobile data throughput
© 2014 Qorvo, Inc. 16
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Solving for Mobile Data
Every increase in mobile data throughput is achieved with enhancements in RF performance
Greater modulation
– New air interface standards
More bandwidth
– LTE band count
– Carrier aggregation
– MIMO
© 2014 Qorvo, Inc.
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How We Enable Mobile Data
Conversion to Bits Re-convert to Analog
DIG RF RF DIG
Transmit
© 2014 Qorvo, Inc. 18
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How Do We Increase Mobile Data Capacity?
A. Higher Performance RF
RF 4G 4G RF
More Data in Better RF
Each Band Needed
RF 3G 3G RF
DIG RF 2G 2G RF DIG
© 2014 Qorvo, Inc. 19
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How Do We Increase Mobile Data Capacity?
B. Add Bandwidth
RF RF
More Bands f3 More RF Needed
RF RF
f2
DIG RF DIG
f1
© 2014 Qorvo, Inc. 20
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Increasing Value With More RF, Better RF
Mobile Device RF TAM
~15% CAGR
$15.0b
$12.5b
$10.0b
$7.5b
$5.0b
$2.5b
$0.0b
2013 2014 2015 2016 2017
Typical
2G
Typical
3G
Regional
LTE
Global LTE
Filter Content $0.25 $1.25 $4.00 $7.25
Switching / Tuning $0.00 $0.25 $1.50 $2.25
Power Amplifiers $0.30 $1.25 $2.00 $3.25
Other $0.00 $0.00 $0.50 $0.50
Total RF content $ 0.55 $ 2.75 $ 8.00 $13.25 +
© 2014 Qorvo, Inc. 21
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The Transition to 4G is Just Beginning
10
9
8 |
|
7 |
|
6 |
| Subscriptions |
5 |
| in billions |
4 |
|
3 |
|
2 |
|
1 |
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0
2G 3G 4G
*Source: GSMA and Qorvo
© 2014 Qorvo, Inc. 22
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Future Growth Driven by Highly Integrated Solutions
RF TAM/Integrated + Discrete
$15
Annual TAM ($ in billions)
$13 Integrated Solutions
$11 Discrete Solutions
$9
$7
$5
$3
$1
2012 2013 2014 2015 2016 2017
Source: Management estimates
© 2014 Qorvo, Inc. 23
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Anatomy of the RF Solution
Discrete Implementation Power
© 2014 Qorvo, Inc. 24
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Anatomy of the RF Solution
Aggregation
© 2014 Qorvo, Inc. 25
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Anatomy of the RF Solution
Functional Integration Power
© 2014 Qorvo, Inc. 26
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Growth Drivers, What’s Next
More Bands and Premium filters and switches enable more
Tighter Specs efficient use of limited spectrum
MIMO and High capacity, quality and coverage
Diversity
Emerging Increasing unit opportunity with higher Markets average content per device
5th Generation
Increased RF complexity to support bandwidth
Standards up to one gigabyte/second
5G
© 2014 Qorvo, Inc. 27
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RF Outpacing the Market…With Room To Grow
Smartphone Bill of Materials
6%
RF Spend
All Other Spend
94%
© 2014 Qorvo, Inc. 28
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Building Wide Technology Moats
How We Win
Innovate
Core component technologies that enable mobile data
Produce
Scale manufacturing producing > 10 million parts per day
Develop
Systems-level expertise and advanced packaging for high integration
© 2014 Qorvo, Inc. 29
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In Summary…
It’s an extraordinary time in RF
Demand for mobile data is exploding Our market is transforming Our business is becoming more profitable Qorvo is uniquely positioned to win
© 2014 Qorvo, Inc. 30
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15-Minute Break
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Infrastructure and Defense
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Infrastructure & Defense Overview
Industry Highlights
$500M business in $2B Market 5%+ Annual Growth Highly diversified markets Long product lifecycles
Differentiated Strategy
Partner with the best in the industry
Radar, Optical, Base stations, Wi-Fi, and Cable/Broadband
Maintain technology leadership
Leverage Dept. of Defense funding to seed innovation
Support commercial markets with superior GaN & BAW
Increase pace of product development
Market shaping, differentiated products
Acquisitions to supplement growth
Total IDP SAM
5% CAGR
($ in millions)
$3,000
Infrastructure
$2,500 Defense
$2,000
$1,500
$1,000
$500
$0
2013 2014 2015
© 2014 Qorvo, Inc. 33
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Infrastructure & Defense Product Lines
Differentiated, high performance solutions addressing a broad set of end markets
Engineering Wireless
> 300 Full-time Engineers Infrastructure
Base station Tx
14 Customer Proximity Sites
> 200 Annual Product Releases Base station PA
Network
Connectivity
Infrastructure Wi-Fi
IDP Industrial Automotive
7,000+ products
6,000+ customers Transport
14 markets Optical
Defense & CATV / Broadband
Aerospace Airborne Radar VSAT
Electronic Warfare Point-to-Point Radio
Research Land-based/Shipboard Radar
19 PhDs Defense / Civil Communications
3 IEEE Fellows Space
© 2014 Qorvo, Inc. 34
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Comprehensive Product Portfolio
Premium performance spanning the frequency spectrum
Electronic Warfare
Amplifiers
Discrete transistors
Switches
Control products
Navigation
Filters
LNA / filter module
Base Station
Amplifiers
Filters
Variable attenuators
Linear drivers
Mixers
PtP / VSAT
Amplifiers
Converters
Mixers
Filters
Doublers w/amps
Control products
Space / Satellites
Amplifiers
Filters
LNAs
Switches
Control products
Radar
Amplifiers
LNAs
Discrete transistors
Converters
Switches
Control products
Filters
Communications
Amplifiers
LNAs
Discrete transistors
Switches
Filters
Converters / mixers
Control products
Optical
Amplifiers
Control products
TIAs
Connectivity (Wi-Fi)
Amplifiers / LNAs
Switches
Converters
Integrated products
Filters & duplexers
Cable / Broadband
Amplifiers
Filters
TIAs / analog TIAs
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Diversified Market Opportunities
Diversified markets undergoing technology transitions create growth opportunities
Growth Drivers
Industry Trends
Advantages
Base Station
4G / LTE
Worldwide Base Station Rollout
System Upgrades
Small cells and GaN for efficiency, bandwidth, higher frequency
Relationships with top 3 Tier 1 OEMS
Module integration with LNA and Filters
Top performing GaN power amplifiers
Wi-Fi
Connected Devices
Explosion in # of Connections
802.11
Broader bandwidth, power efficiency and filtering to remove LTE interference
LTE / Wi-Fi Co-exist filters
Strong Chipset partner relationships
High performance 2.4 and 5 GHz cores
Defense
Innovation
Technology Upgrades
& New Applications
Upgrades
Broader bandwidth; higher frequency; multi-band operation
Share leader in airborne radar
Trusted foundry & solution supplier
Broad portfolio of new GaN products
Optical
Data Demand
More worldwide users
driving more data
40G 100G
Backhaul network
upgrades at Telcos;
new data center mkt
Advanced
semiconductor
processes
Low-cost packaging
and integration
On-site design &
apps support
Solution breadth
Cable / CATV
Digital Home
Increasing Digital Content Consumption
DOCSIS 3.1
Fiber driven deeper into the network and complex modulation
Incumbent market leadership
Highly linear GaN products
Hybrid and MMIC design capability
© 2014 Qorvo, Inc.
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Wireless Infrastructure
Advancing RF technology to meet data demand and changing wireless network dynamics
Global IP Traffic (1)
Generation 3G 4G 5G
MIMO SISO, 2x2 4x4, 8x8 50 x 50
Architecture Discrete Multi-Band SiP & mmWave
Carrier Aggregation AESA
Bandwidth 20 MHz 100 MHz > 1GHz
Frequency 4 bands 43 bands 44+ bands &
5-100Ghz
2010 2015 2020
140
120
100
Month 80
/
Exabytes 60
40
20
0
2013 2014 2015 2016 2017 2018
(1) Source: Cisco VNI Forecast, June 2014
© 2014 Qorvo, Inc.
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Base Station
Innovative solutions are changing base station economics
Data demand and technology transitions driving growth
Smartphones will create 5x the traffic per month by 2018 (1) Base stations responsible for 1% of worldwide energy use Small cell off-loading eases networks and creates opportunity
GaN solutions solving network operator challenges
GaN MMPA enabling Wideband BTS TRx in LTE-A
8x power density compared to LDMOS enabling larger cell radius 20% more efficient enabling lower operating expenses
Qorvo strategy and competitive advantages
Focus on customers and partners during 3G/4G/5G transition Maintain leadership in high frequency, wide bandwidth, high power Leverage GaN to drive efficiency and higher power density vs. LDMOS
(1) Cisco VNI Forecast, June 2014 (figures represent the average smartphone compared to 2013)
© 2014 Qorvo, Inc.
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Wi-Fi Connectivity
Explosion in number and type of connected devices
Market trends and growth drivers
Wi-Fi applications are cumulative and growing Wireless standards evolving Increasing throughput enables more applications Wi-Fi offload reduces strain in cellular networks
Strategy & Competitive advantages
Partner with leading chipset suppliers
Best performance on leading processes
Create highly differentiated products: efficient PAs, BAW filters, power mgmt
50 Billion Connected Devices by 2020
© 2014 Qorvo, Inc.
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Optical Products
Evolution from 40G to 100/200/400G expanding deeper into the optical network
Data Communications ( < 80km )
Short Mid Inter-DC Access Long Haul
< 500m 500m – 2km 0.5 – 80km 20 – 300km 300km +
Telecommunications ( > 80km )
Future Opportunity
Current Focus
Data Center Metro Transport
RF enabling technology innovation
Increased Channels Enhanced Modulation Single Dual Quad OOK 4 QAM 16 QAM
Qorvo strategy and competitive advantages
Highest performance, low power, cost effective products
Deliver dense module integration with advanced packaging Leverage industry leading manufacturing processes
© 2014 Qorvo, Inc.
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CATV / Broadband
Data consumption and video pushing bandwidth demands closer to the home
The race is on for broadband subscribers
Carrier competition creating pressure to upgrade networks
IP video will be 79% of all traffic by 2018 (66% in 2013)
Fiber is moving closer to the home
DOCSIS 3.1 being deployed to support demand
Sizable GaN opportunity
GaN addresses power efficiency and increased bandwidth
Same linearity performance as GaAs with 20% less current
Qorvo strategy and competitive advantages
Market and product leadership
Highly linear GaN-based products
Leverage hybrid and MMIC design capabilities
Consumer IP Video Traffic
Exabytes per month
100 90 80 70 60 50 40 30 20 10
0
2013 2014 2015 2016 2017 2018
(Cisco VNI Forecast, 2014)
© 2014 Qorvo, Inc.
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Defense & Aerospace
Complete customer support from strategic foundry services to packaged products
Trusted Technology Innovator
GaAs & GaN leadership SAW & BAW based filters Integrated assembly DARPA funded R&D
Category 1A trusted foundry since 2008 First to achieve GaN U.S. Air Force MRL 9 International strength
New Products Driving Results
150
100
50
0
2011 2012 2013 2014
Est
Long-standing Partnerships
© 2014 Qorvo, Inc.
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High Power RF System Technologies
Superior efficiency, size, and power density
SpatiumTM Power Amplifiers
TWTA upgrade / replacement Electronic Warfare Military Communications Radar Test & Measurement
Key SpatiumTM Features
Wide and narrow bandwidth High combining efficiency >93% Compact form-factor High reliability / long life MTBF Scalable to other frequencies
© 2014 Qorvo, Inc.
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Creating the Infrastructure and Defense Market Leader
Diversified end markets Long-standing partnerships Comprehensive product portfolio Best performance & leading processes Trusted technology leadership
© 2014 Qorvo, Inc.
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Value Creation
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EVP Administration and Value Creation
Human Resources Information Technology Integration Value Creation
© 2014 Qorvo, Inc.
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Human Resources
Retaining, attracting and inspiring our most valuable asset – our employees Advancing careers, talent, and corporate culture
Information Technology
Making all tomorrows better Single source of the truth
Uniformity model: Common platforms, unlimited freedom to innovate Acquisition-ready
© 2014 Qorvo, Inc.
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Value Creation: Program Management Office
Where product and technology leadership intersect with the lowest possible cost structure
Synergies
$ 150 Million in Cost Synergies
Execution Track Record, Proven Techniques
Best-of-Best Benchmarking Zero-Based Analysis Should-Cost Models PEA Analysis Global RFQs
© 2014 Qorvo, Inc.
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Qorvo Is Set To Drive Value Creation Synergies Immediately Upon Close
PMO ensures successful synergy execution
150+ initiatives being driven by 50+ owners
High visibility PMO and progress review set up to monitor success indicators and ensure execution
Senior leadership and PMO are fully engaged to create value, will dynamically adjust to maximize value
Program Management Structure
Charter defines group responsibilities and KPIs
Detailed execution tracking in WAVE platform
Top initiative execution involves senior leaders
© 2014 Qorvo, Inc.
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Financials
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Pro-Forma Financial Results and Guide
Qorvo Dec-13 Mar-14 Jun-14 Sept-14 Dec-14(2)
Results and Guide (1)
Revenue $556 $434 $547 $634 $720
Gross Margin 38.5% 39.3% 44.8% 47.4% 47.5%
Operating Expenses $146 $145 $142 $149 $149
Operating Exp. % 26.2% 33.4% 26.0% 23.4% 20.7%
Operating Margin 12.3% 5.8% 18.8% 24.0% 26.8%
EPS (3) $0.42 $0.16 $0.63 $0.94 $1.18
(1) Combined, pro-forma results presented on a non-GAAP basis; $ in millions
(2) Dec-14 quarter represents combined guidance at the midpoint of provided ranges
(3) 150M shares assumed in all quarters
© 2014 Qorvo, Inc.
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Target Operating Model
Metric Target
Revenue Growth (1)
2015 and beyond
Greater than Mkt
Gross Margin 50%
Target Operating Expenses 20%
Model (2)
Operating Margin 30%
Industry growth rate projected to be 10%-15%
Two years after close; presented on Non-GAAP basis
© 2014 Qorvo, Inc.
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Cash and Taxes
Capital Allocation
Significant cash flow creates opportunity
Premium filter and low cost assembly and test capacity
IDP market acquisitions
Share repurchases to offset dilution
Return capital to shareholders
Efficient Tax Structure
International sales through Singapore
10-15% cash tax rate beginning year one
© 2014 Qorvo, Inc.
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Summary
© 2014 Qorvo, Inc.
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Summary
Qorvo is leveraged to today’s growth opportunities and is uniquely positioned to win
Building A New Leader in RF Growing 10%-15% per year
Diversified by markets, customers, and products New operating model (50/20/30) Investing in wide, defensible technology moats Cash flow to support share repurchases, M&A, etc.
© 2014 Qorvo, Inc.
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Agenda
Bob Bruggeworth 8:35 am – 8:50 am
Overview
Eric Creviston 8:50 am – 9:35 am
Mobile
Break 9:35 am – 9: 50 am
James Klein 9:50 am – 10:35 am
Infrastructure & Defense
Dean Priddy 10:35 am – 10:50 am
Administration and Value Creation
Steve Buhaly 10:55 am – 11:10 am
Financials
Questions and Answers 11:10 am – 11:50 am
© 2014 Qorvo, Inc.
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Thank You