Filed by: LSI Logic Corporation
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: LSI Logic Corporation
Commission File No. 1-10317
To LSI and Agere Employees:
Last week marked another milestone on the path toward completing our integration planning efforts.
Each of the functional and business unit teams, led by members from both companies, presented their
integration blueprints to the executive leadership teams. These blueprints provide an outline by
which our companies will prepare to operate as a single company, while minimizing any disruption to
employees, customers, and suppliers. Both LSI and Agere have scheduled shareholder meetings for
March 29. We plan to close the merger transaction and become one company
shortly thereafter.
I am extremely pleased with the progress made by both companies in just one month of planning and
by how enthusiastic and cooperative the teams have been as we work to ensure a successful
integration and create a much stronger combined company. Most functional groups and business units
are now shifting their focus from defining our Day 1 vision to the detailed planning phase, in
which all the specifics and team interdependencies are identified and well understood. During the
next two weeks, I will also provide an update on the combined company sales operations.
As promised, I will continue to provide updates on our integration planning efforts as we pass key
milestones. Until we close the merger and can operate as a combined company, please continue to
stay focused on achieving your respective quarterly goals. The success of the new LSI will depend
on the success of our individual efforts.
Thank you,
Abhi
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication may be deemed to be solicitation material in respect of the proposed transaction
between Agere Systems Inc. (Agere) and LSI Logic Corporation (LSI). In connection with the
proposed transaction, LSI has filed with the Securities and
Exchange Commission (the SEC) a Registration
Statement on Form S-4 (the Registration Statement), which includes a definitive proxy statement/prospectus, dated February 5, 2007,
and related materials to register the shares of LSI common stock to be issued in the merger. THE REGISTRATION STATEMENT AND
THE JOINT
PROXY STATEMENT/PROSPECTUS CONTAIN IMPORTANT INFORMATION ABOUT LSI, AGERE, THE TRANSACTION AND
RELATED MATTERS. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND
THE JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY. Investors and security
holders may obtain free copies of the Registration Statement, the Joint Proxy
Statement/Prospectus and other documents filed with the SEC by LSI and Agere through the website
maintained by the SEC at http://www.sec.gov. In addition, free copies of the Registration Statement,
the Joint Proxy Statement/Prospectus and other documents may be obtained on the Agere website at http://www.agere.com
and on the LSI website at http://www.lsi.com. The
Registration Statement, the Joint Proxy Statement/Prospectus and other relevant documents may also
be obtained free of charge from Agere by directing such request to Investor Relations, Agere
Systems Inc., 1110 American Parkway N.E., Allentown Pennsylvania 18109 and from LSI by directing
such request to Investor Relations, LSI Logic Corporation, 1621 Barber Lane, Milpitas, California
95035. The contents of the websites referenced above are not deemed to be incorporated by reference
into the Registration Statement or the Joint Proxy Statement/Prospectus. Agere, LSI and their
respective officers, directors and employees may be deemed to be participants in the solicitation
of proxies from their respective stockholders with respect to the proposed transaction. Information
regarding the interests of these officers, directors and employees in the proposed transaction will
be included in the Joint Proxy Statement/Prospectus.
Cautionary Statement Regarding Forward-Looking Statements
This document contains forward-looking statements within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on
managements current expectations and beliefs and are subject to a number of factors and
uncertainties that could cause actual results to differ materially from those described in the
forward-looking statements. The forward-looking statements contained in this document include
statements about future financial and operating results; benefits of the transaction to customers,
shareholders and employees; potential synergies and cost savings resulting from the transaction;
the ability of the combined company to drive growth and expand customer and partner relationships
and other statements regarding the proposed transaction. These statements are not guarantees of
future performance, involve certain risks, uncertainties and assumptions that are difficult to
predict, and are based upon assumptions as to future events that may not prove accurate. Therefore,
actual outcomes and results may differ materially from what is expressed herein. For example, if
LSI and Agere do not each receive required shareholder approval or the parties fail to satisfy
other conditions to closing, the transaction will not be consummated. In any forward-looking
statement in which LSI or Agere expresses an expectation or belief as to future results, such
expectation or belief is expressed in good faith and believed to have a reasonable basis, but there
can be no assurance that the statement or expectation or belief will result or be achieved or
accomplished. The following factors, among others, could cause actual results to differ materially
from those described in the forward-looking statements: failure of the LSI and Agere shareholders
to approve the proposed merger; the challenges and costs of closing, integrating, restructuring and
achieving anticipated synergies; the ability to retain key employees; and other economic, business,
competitive, and/or regulatory factors affecting the businesses of LSI and Agere generally,
including those set forth in the filings of LSI and Agere with the Securities and Exchange
Commission, especially in the Risk Factors and Managements Discussion and Analysis of Financial
Condition and Results of Operations sections of their respective annual reports on Form 10-K and
quarterly reports on Form 10-Q, their current reports on Form 8-K and other SEC filings. LSI and
Agere are under no obligation to (and expressly disclaim any such obligation to) update or alter
their forward-looking statements whether as a result of new information, future events, or
otherwise.