 Avago to Acquire Broadcom Creates World’s Leading Diversified Communications Semiconductor Company
June 2015
Filed by Avago
Technologies Limited
Pursuant to Rule 425 under the Securities Act of 1933
And deemed filed pursuant to Rule 14a-12
Of the Securities Exchange Act of 1934, as amended
Subject Company: Broadcom Corporation
Commission File No.: 000-23993
Your Imagination, Our Innovation |
 Your Imagination, Our Innovation Forward-Looking Statements Page 1 Cautions Regarding Forward-Looking Statements This communication contains forward-looking statements (including within the meaning of Section 21E of the United States
Securities Exchange Act of 1934, as amended, and Section
27A of the United States Securities Act of 1933, as amended) concerning Avago, Broadcom, Pavonia Limited (“HoldCo”), Safari Cayman LP (“New LP”), the proposed transactions and other matters. These statements may discuss goals,
intentions and expectations as to future plans, trends,
events, results of operations or financial condition, or otherwise, based on current beliefs of the management of Avago and Broadcom, as well as assumptions made by, and information currently available to, such management. Forward-looking statements may be
accompanied by words such as “aim,”
“anticipate,” “believe,” “plan,” “could,” “would,” “should,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,”
“may,” “will,” “possible,”
“potential,” “predict,” “project” or
similar words, phrases or expressions. These forward-looking statements are subject to various risks and uncertainties, many of which are outside the parties’ control. Therefore, you should not place undue reliance on such
statements. Factors which could cause actual results to differ from those projected or contemplated in any such forward-looking statements
include, but are not limited to, the following factors:
(1) the risk that the conditions to the closing of the transaction are not satisfied, including the risk that required approvals from the shareholders of Avago or Broadcom for the transaction are not obtained; (2) litigation relating to the transaction; (3)
uncertainties as to the timing of the consummation of the
transaction and the ability of each party to consummate the transaction; (4) risks that the proposed transaction disrupts the current plans and operations of Avago or Broadcom; (5) the ability of Avago and Broadcom to retain and hire key personnel; (6) competitive
responses to the proposed transaction; (7) unexpected
costs, charges or expenses resulting from the transaction; (8) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction; (9) the combined companies’ ability to
achieve the growth prospects and synergies expected from
the transaction, as well as delays, challenges and expenses associated with integrating the combined companies’ existing businesses and the indebtedness planned to be incurred in connection with the transaction; and (10) legislative, regulatory and
economic developments. The foregoing review of
important factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the risk factors included in Broadcom’s
and Avago’s most recent Quarterly Report on Form
10-Q and Annual Report on Form 10-K, respectively, and Broadcom’s and Avago’s more recent reports filed with the SEC. Neither Broadcom nor Avago undertakes any 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. |
 Your Imagination, Our Innovation Strategically and Financially Compelling Transaction Global semiconductor leader, with combined annual revenues of approximately $15 billion Enhanced scale and product breadth Broad portfolio of complementary category-leading franchises Levered to numerous secular growth trends Immediately accretive to non-GAAP EPS and cash flow Creates world’s leading diversified communications semiconductor company |
 Your Imagination, Our Innovation Creates a Global Semiconductor Leader LTM Revenue ($B) Source: company filings as of May 27, 2015 Combined enterprise value of $77 billion Page 3 $55.9 $27.5 $15.1 $13.2 $10.5 $8.5 $7.3 $6.9 $6.6 $6.6 + + |
 Your Imagination, Our Innovation Page 4 San Jose, CA Fort Collins, CO Matamoros, MEX Seoul, KR Singapore, SG Shanghai, CN Pune, IN Bangalore, IN Colorado Springs, CO Allentown, PA Regensburg, DE Boeblingen, DE Wuxi, CN Penang, MY Mendota Hts, MN Costa Mesa, CA Headquarters in Irvine, CA Broadcom Sites (>300 employees) Avago and Broadcom Footprint Irvine, CA Hyderabad, IN Israel, IL Singapore, SG Taiwan San Diego, CA San Jose, CA Santa Clara, CA Sunnyvale, CA United Kingdom China Bangalore, IN Avago Major Sites |
 Your Imagination, Our Innovation 5 Source: Broadcom /Gartner Top 10 Semiconductor Vendors by Revenue, Worldwide, 2014. *Excluding memory
companies. Fortune
300 GLOBAL leader in semiconductors for wired and wireless communications One of TOP 5 semiconductor companies by revenue* 2014 Revenue: $8.43B One of the industry’s broadest IP portfolios with >20,000 U.S. and foreign patents and applications HQ in Irvine, California with DESIGN CENTERS around the world ~10,000
global employees 78% of employees in engineering One of the LARGEST VOLUME fabless semiconductor suppliers Ships ~ 7M chips a day Broadcom at a Glance Page 5 |
 Your Imagination, Our Innovation 99.98% of All Data Traffic Crosses at Least One Broadcom Chip Broadcom Chips are Pervasive Source: Broadcom internal estimate Coax Service Provider Network Wi-Fi Router Cloud Data Center Corporate Enterprise Wi-Fi Router Coax DSL Ethernet PON Home Fiber Macro Base Station Microwave Backhaul Fiber Powerline Ethernet CMTS DSLAM OLT Page 6 |
 Your Imagination, Our Innovation Broad and Deep Product Portfolio Femtocell xDSL HomePlug & MoCA Cable & Satellite Set-top Box IPTV Solutions Ultra HD & Multimedia Processors xPON Automotive GPS NFC Wireless LAN Solutions & WICED ™ Wi-Fi WICED ™ Smart CMTS DSLAM OLT Point of Sale VoIP Processors Switching Microwave & Mobile Backhaul Ethernet Controllers & Adapters Security Base Station Cable Modem Wireless Charging BT/Wi-Fi Combo Work Home On the Go Source: Broadcom Page 7 |
 Your Imagination, Our Innovation Custom Cell Libraries, Custom Memories, Analog and RF Building Blocks, I/O Cells Self-Sufficiency in IP Cores Data Center/ Enterprise Switching Service Provider Switching Software Defined Networking Network Function Virtualization Ethernet Copper PHYs Ethernet Optical PHYs Automotive PHYs Long-haul Optical Transport Ethernet Controllers Fiber Channel over Ethernet Multicore Processors Knowledge Based Processors SMB Processors Backplane SERDES Power Over Ethernet Energy Efficient Ethernet Time Sensitive Networking Microwave Backhaul Digital Front-End Processors VoIP Security Processors Cable STB Satellite STB IP STB Terrestrial STB DOCSIS Cable Modem Cable Head-end Processors ADSL/VDSL (CO/CPE) EPON/GPON (OLT/ONU) MoCA Home Networking Powerline Networking Ultra HD/HEVC Processors STB Graphics Processors Digital Transport Adaptors Video Transcoders STB Security Processors Small Cells Satellite Outdoor Unit Media Terminal Adapters Video over Wi-Fi Conditional Access Full-Band Capture Front-ends Wi-Fi GPS/GNSS Bluetooth NFC Power Management Touch Controllers Wireless Power IoT SoCs ZigBee Location Based Services FM Radio 60 GHz Wearable SoCs Antennas Home Work On the Go Source: Broadcom Page 8 |
 Your Imagination, Our Innovation Expand Our Portfolio of Category-Leading Franchises Leading Positions Key Customers Page 9 RF Fiber Optics ASIC Optocouplers HDD Storage Connectivity Wireless Combo Set Top Box Broadband Ethernet Switching PHY |
 Your Imagination, Our Innovation Drive Towards a Very Profitable Financial Model Sustainable and growing revenue Proven operating model with industry leading margins $750M of annual run rate synergies within 18 months of closing Strong cash flow generation & liquidity Track record of rapid deleveraging Note: Financials presented on non-GAAP basis, excluding stock-based compensation, amortization of intangible assets, and
other non-recurring expenses (1) Pro forma for
LSI, PLX and Emulex transactions (2) Depreciation estimated
as 3% of revenues Page 10
(2) Source: company filings as of May 27, 2015 + |
 Your Imagination, Our Innovation Next Steps Pre-Closing Need regulatory approvals in various jurisdictions Need approval of Avago’s and Broadcom’s shareholders Already unanimously approved by the Boards of Directors of both companies
Integration
Still run as two separate companies
Planning towards Day One
Post-Closing
Avago adopts the name Broadcom Limited Hock Tan will continue to serve as Chief Executive Officer, supported by Avago’s
current management
Henry Samueli
will be appointed Chief Technical Officer and join the board
|
 Your Imagination, Our Innovation Important Additional Information Page 12 No Offer or Solicitation This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any
securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction 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 United States Securities Act of 1933, as amended. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly,
in or into any jurisdiction where to do so would
constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities
exchange, of any such jurisdiction. Important Additional Information Will be Filed with the SEC HoldCo will file with the SEC a registration statement on Form S-4, which will include the joint proxy statement of Avago and
Broadcom that also constitutes a prospectus of HoldCo and
New LP (the “joint proxy statement/prospectus”). INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE JOINT
PROXY STATEMENT/PROSPECTUS, AND OTHER RELEVANT
DOCUMENTS TO BE FILED WITH THE SEC, IN THEIR ENTIRETY CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT AVAGO, BROADCOM, HOLDCO, NEW
LP, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and shareholders
will be able to obtain free copies of the joint proxy
statement/prospectus and other documents filed with the SEC by the
parties through the website maintained by the SEC at www.sec.gov. In addition, investors and shareholders will be able to obtain free copies of the joint proxy statement/prospectus and other documents filed
with the SEC by the parties by contacting Avago Investor
Relations at (408) 435-7400 or investor.relations@avagotech.com (for documents filed with the SEC by Avago, HoldCo or New LP) or andrewtp@broadcom.com (for documents filed with the SEC by Broadcom). Participants in the Solicitation Avago, Broadcom, HoldCo and New LP and their respective directors and executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of Avago and
Broadcom in respect of the proposed transactions contemplated by the joint proxy statement/prospectus. Information regarding the persons who are, under the rules of the SEC, participants in the solicitation of the shareholders of Avago and
Broadcom in connection with the proposed transactions,
including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the joint proxy statement/prospectus when it is filed 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 November 2, 2014 and its Proxy Statement on Schedule 14A, dated February 20, 2015, and information regarding Broadcom’s directors and executive officers is contained in Broadcom’s Annual Report on Form 10-K for the year ended
December 31, 2014 and its Proxy Statement on Schedule 14A,
dated March 27, 2015, each of which are filed with the SEC and can be obtained free of charge from the sources indicated above.
|
Forward-Looking Statements
This communication contains forward-looking statements (including within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended) concerning Avago, Broadcom, Holdco, Partnership, the proposed transactions and other matters. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of the management of Avago and Broadcom, as well as assumptions made by, and information currently available to, such management. Forward-looking statements may be accompanied by words such as “aim,” “anticipate,” “believe,” “plan,” “could,” “would,” “should,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “will,” “possible,” “potential,” “predict,” “project” or similar words, phrases or expressions. These forward-looking statements are subject to various risks and uncertainties, many of which are outside the parties’ control. Therefore, you should not place undue reliance on such statements.
Factors which could cause actual results to differ from those projected or contemplated in any such forward-looking statements include, but are not limited to, the following factors: (1) the risk that the conditions to the closing of the transaction are not satisfied, including the risk that required approvals from the shareholders of Avago or Broadcom for the transaction are not obtained; (2) litigation relating to the transaction; (3) uncertainties as to the timing of the consummation of the transaction and the ability of each party to consummate the transaction; (4) risks that the proposed transaction disrupts the current plans and operations of Avago or Broadcom; (5) the ability of Avago and Broadcom to retain and hire key personnel; (6) competitive responses to the proposed transaction; (7) unexpected costs, charges or expenses resulting from the transaction; (8) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction; (9) the combined companies’ ability to achieve the growth prospects and synergies expected from the transaction, as well as delays, challenges and expenses associated with integrating the combined companies’ existing businesses and the indebtedness planned to be incurred in connection with the transaction; and (10) legislative, regulatory and economic developments. The foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the risk factors included in Broadcom’s and Avago’s most recent Quarterly Report on Form 10-Q and Annual Report on Form 10-K, respectively, and Broadcom’s and Avago’s more recent reports filed with the SEC. Neither Broadcom nor Avago undertakes any 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.
No Offer or Solicitation
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction 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 United States Securities Act of 1933, as amended. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
Important Additional Information Will be Filed with the SEC
Holdco will file with the SEC a registration statement on Form S-4, which will include the joint proxy statement of Avago and Broadcom that also constitutes a prospectus of Holdco and Partnership (the “joint proxy statement/prospectus”). INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS, AND OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC, IN THEIR ENTIRETY CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT AVAGO, Broadcom, HOLDCO, PARTNERSHIP, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and shareholders will be able to obtain free copies of the joint proxy statement/prospectus and other documents filed with the SEC by the parties through the website maintained by the SEC at www.sec.gov. In addition, investors and shareholders will be able to obtain free copies of the joint proxy statement/prospectus and other documents filed with the SEC by the parties by contacting Avago Investor Relations at (408) 435-7400 or investor.relations@avagotech.com (for documents filed with the SEC by Avago, Holdco or Partnership) or Broadcom Investor Relations at andrewtp@broadcom.com (for documents filed with the SEC by Broadcom).
Participants in the Solicitation
Avago, Broadcom, Holdco and Partnership and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Avago and Broadcom in respect of the proposed transactions contemplated by the joint proxy statement/prospectus. Information regarding the persons who are, under the rules of the SEC, participants in the solicitation of the shareholders of Avago and Broadcom in connection with the proposed transactions, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the joint proxy statement/prospectus when it is filed 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 November 2, 2014 and its Proxy Statement on Schedule 14A, dated February 20, 2015, and information regarding Broadcom’s directors and executive officers is contained in Broadcom’s Annual Report on Form 10-K for the year ended December 31, 2014 and its Proxy Statement on Schedule 14A, dated March 27, 2015, each of which are filed with the SEC and can be obtained free of charge from the sources indicated above.