dfan14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
ATHEROS COMMUNICATIONS, INC.
(Name of Registrant as Specified In Its Charter)
QUALCOMM INCORPORATED
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the date of its filing. |
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Important Information
The
following includes a communication jointly provided by QUALCOMM
Incorporated (“Qualcomm”) and
Atheros Communications, Inc. (“Atheros”) to customers on
January 5, 2011 along with the related attachment consisting of the January 5,
2011 press release announcing that Qualcomm and Atheros had entered into a definitive agreement
under which Qualcomm will acquire Atheros.
Additional Information and Where to Find It
In connection with the proposed transaction, Atheros intends to file a definitive proxy statement
and other relevant materials with the Securities and Exchange Commission (“SEC”). Before making any
voting decision with respect to the proposed transaction, stockholders of Atheros are urged to read
the proxy statement and other relevant materials because these materials will contain important
information about the proposed transaction. The proxy statement and other relevant materials, and
any other documents filed by Atheros with the SEC, may be obtained free of charge at the SEC’s
website at www.sec.gov or from Atheros at www.atheros.com or by contacting Atheros Investor
Relations at: David.Allen@Atheros.com and 408.830.5762.
Participants in the Solicitation
Atheros and Qualcomm and each of their executive officers and directors may be deemed to be
participants in the solicitation of proxies from Atheros’ stockholders in favor of the proposed
transaction. A list of the names of Atheros’ executive officers and directors and a description of
their respective interests in Atheros are set forth in the proxy statement for Atheros’ 2010 Annual
Meeting of Stockholders, which was filed with the SEC on April 7, 2010, and in any documents
subsequently filed by its directors and executive officers under the Securities and Exchange Act of
1934, as amended. Certain executive officers and directors of Atheros have interests in the
proposed transaction that may differ from the interests of stockholders generally, including
benefits conferred under retention, severance and change in control arrangements and continuation
of director and officer insurance and indemnification. These interests and any additional benefits
in connection with the proposed transaction will be described in the definitive proxy statement.
Communication to Customer
Dear Valued Customer,
We are pleased to personally share that Qualcomm has announced (see attachment) plans to acquire
Atheros. We believe this acquisition will enable us to together offer you a comprehensive and
robust set of connectivity solutions by bringing together Qualcomm’s mobile chipsets and WAN
technologies with Atheros’s leading LAN connectivity products for computing, networking and
consumer electronics.
This acquisition represents our companies’ commitment toward building the most complete
connectivity platforms to help our customers take advantage of the convergence that is occurring
across product categories.
We believe that our combined capabilities, solutions and scale will enable us to better serve your
needs with innovative products, competitive time-to-market and cost structures.
Our respective company representatives will contact you regarding more details related to this
pending acquisition. In the meantime, please let us know if you have specific questions related to
our plans.
Best regards,
Steven Mollenkopf
EVP & Group President
Qualcomm Incorporated
Craig Barratt
CEO and President
Atheros Communications, Inc
Attachment — January 5, 2011 Press Release by Qualcomm
FOR IMMEDIATE RELEASE
Qualcomm Contacts:
Tina Asmar, Corporate Communications
Phone: 1-858-845-5959
Email: corpcomm@qualcomm.com
Warren Kneeshaw, Investor Relations
Phone: 1-858-658-4813
Email: ir@qualcomm.com
Atheros Contacts:
Molly Mulloy, Atheros Communications
Phone: 1-408-896-0144
Email: molly.mulloy@atheros.com
David Allen, Investor Relations
Phone: 1-408-830-5762
Email: david.allen@atheros.com
Qualcomm to Acquire Atheros, Leader in Connectivity & Networking Solutions
— Accelerates Expansion of Company’s Semiconductor Business into Adjacent Markets —
SAN DIEGO AND SAN JOSE — January 5, 2011 — Qualcomm Incorporated (NASDAQ: QCOM) and Atheros
Communications, Inc. (NASDAQ: ATHR), today announced that they have entered into a definitive
agreement whereby Qualcomm intends to acquire Atheros, a leader in innovative technologies for
wireless and wired local area connectivity in the computing, networking and consumer electronics
industries. The acquisition is intended to help accelerate the expansion of Qualcomm’s
technologies and platforms to new businesses beyond cellular and provide access to significant new
growth opportunities.
Qualcomm has entered into a definitive agreement to purchase Atheros for $45 per share in cash,
representing an enterprise value of $3.1 billion. The transaction has been approved by the
Qualcomm and Atheros boards of directors and is subject to customary closing conditions, including
the receipt of domestic and foreign regulatory approvals and the approval of Atheros’ stockholders.
The transaction is expected to close in the first half of 2011. Excluding amortization of
acquired intangibles, Qualcomm expects the acquisition to be modestly accretive to earnings per
share in fiscal year 2012, the first full year of combined operations. Qualcomm intends to
finalize its estimates of the transaction’s financial impact, as well as the accounting for the
transaction, upon deal close.
“It is Qualcomm’s strategy to continually integrate additional technologies into mobile devices to
make them the primary way that people communicate, compute and access content. This acquisition is
a natural extension of that strategy into other types of devices,” said Dr. Paul E. Jacobs,
chairman and CEO of Qualcomm. “The combination of Qualcomm and Atheros is intended to accelerate
this opportunity by utilizing best-in-class products for communications, computing and consumer
electronics to broaden existing customer relationships and expand access to new partners and
distribution channels.”
Atheros’ current president and CEO, Dr. Craig H. Barratt, is expected to join Qualcomm as president
of Qualcomm Networking & Connectivity.
“Qualcomm and Atheros have a long history of collaboration and share a culture of technical
innovation and execution excellence,” Barratt said. “The Atheros team will build upon Qualcomm’s
strengths and leadership to bolster our customers’ ability to deliver innovative and differentiated
products in the increasingly connected world.”
“With this acquisition and our complementary products, Qualcomm will be in a strong position to
take our successful mobile strategy of bringing the best technologies together into a systems
solution and apply this to new opportunities,” said Steve Mollenkopf, EVP and group president of
Qualcomm. “We see this strategy as central to helping our customers capitalize on the ubiquitous
connectivity and seamless experiences that are developing across mobile phones, computing and
consumer electronics.”
Editor’s Note: There will be a conference call on January 5, 2011 beginning at 5:30 a.m. PT on
Qualcomm’s Investor Relations website at: http://investor.qualcomm.com/events.cfm. A taped audio
replay will be available via telephone on January 5, 2011 through February 5, 2011 at 9:00
p.m. PT. To listen to the replay, U.S. callers may dial (800) 642-1687 and international callers
may dial (706) 645-9291. U.S. and international callers should use reservation number 35060578.
An audio replay of the conference call will be available on Qualcomm’s Investor Relations website
at http://investor.qualcomm.com/events.cfm following the live call. To view the web slides that
accompany this release and conference call, please go to the Qualcomm Investor Relations website
at: http://investor.qualcomm.com/events.cfm
About Atheros
Atheros Communications delivers innovative technologies for wireless and wired communications. Its
mission is to invent technologies that connect and empower people in ways
that are elegant and accessible to all. Building upon its broad expertise in RF and mixed signal
semiconductor design, Atheros’ portfolio includes a wide variety of connectivity solutions that are
used by many of the world’s leading networking equipment, computing and consumer device
manufacturers. Headquartered in San Jose, California, Atheros has a significant and growing
presence in Asia and Europe to serve its global customer base. For more information, visit
www.atheros.com.
About Qualcomm
Qualcomm Incorporated (NASDAQ: QCOM) is the world leader in next-generation mobile technologies.
For 25 years, Qualcomm ideas and inventions have driven the evolution of wireless communications,
connecting people more closely to information, entertainment and each other. Today, Qualcomm
technologies are powering the convergence of mobile communications and consumer electronics, making
wireless devices and services more personal, affordable and accessible to people everywhere. For
more information, visit Qualcomm around the Web:
www.qualcomm.com
Corporate Blog: www.qualcomm.com/blog
Twitter: www.twitter.com/qualcomm
Facebook: www.facebook.com/qualcomm
This news release contains forward-looking statements that are subject to risks, uncertainties and
assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, the
results of Qualcomm or Atheros could differ materially from those expressed or implied by such
forward-looking statements and assumptions. All statements other than statements of historical
fact are statements that could be deemed forward-looking statements, including the expected
benefits and costs of the transaction; management plans relating to the transaction; the expected
timing of the completion of the transaction; the parties’ ability to complete the transaction
considering the various closing conditions, including any conditions related to regulatory
approvals; any statements of the plans, strategies and objectives of management for future
operations; any statements regarding product development, product extensions, product integration
or product marketing; and any statements of assumptions underlying any of the foregoing. Risks,
uncertainties and assumptions include the possibility that expected benefits of the transaction may
not materialize as expected; that the transaction may not be timely completed, if at all; that
Qualcomm will not be able to successfully integrate the products and employees of Qualcomm and
Atheros or ensure the continued performance or market growth of Atheros’ products; as well as the
other risks detailed from time to time in Qualcomm’s and Atheros’ SEC reports, including Qualcomm’s
report on Form 10-K for the year ended September 26, 2010 and Atheros’ report on Form 10-K for the
year ended December 31, 2009. Neither Qualcomm nor Atheros undertakes any obligation to update, or
continue to provide information with respect to, any forward-looking statement or risk factor,
whether as a result of new information, future events or otherwise.
In connection with the proposed transaction, Atheros intends to file a definitive proxy statement
and other relevant materials with the SEC. Before making any voting decision with respect to the
proposed transaction, stockholders of Atheros are urged to read the proxy statement and other
relevant materials because these materials will contain important information about the proposed
transaction. The proxy statement and other relevant materials, and any other documents filed by
Atheros with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov or
from Atheros at www.Atheros.com or by contacting Atheros Investor Relations at:
David.Allen@Atheros.com and 408.830.5762.
Atheros and Qualcomm and each of their executive officers and directors may be deemed to be
participants in the solicitation of proxies from Atheros’ stockholders in favor of the proposed
transaction. A list of the names of Atheros’ executive officers and directors and a description of
their respective interests in Atheros are set forth in the proxy statement for Atheros’ 2010 Annual
Meeting of Stockholders, which was filed with the SEC on April 7, 2010, and in any documents
subsequently filed by its directors and executive officers under the Securities and Exchange Act of
1934, as amended. Certain executive officers and directors of Atheros have interests in the
proposed transaction that may differ from the interests of stockholders generally, including
benefits conferred under retention, severance and change in control arrangements and continuation
of director and officer insurance and indemnification. These interests and any additional benefits
in connection with the proposed transaction will be described in the definitive proxy statement.
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Qualcomm is a registered trademark of Qualcomm Incorporated. All other trademarks are the
property of their respective owners.