e425
LSI Logic Corporation
3/1/2007-11:00 AM ET
Moderator ID 114
Page 1
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
The following are relevant portions of a transcript of questions asked of and answered by Phil
Brace, Senior Vice President, Corporate Planning and Marketing, of LSI Logic Corporation (referred
to herein as LSI Logic or the Company) in a webcast conference.
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Moderator:
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Great. Thanks for joining us today. Were pleased to have
with us from LSI Logic Phil Brace, Vice President of Corporate
Planning and Marketing. Phils going to start off with a
presentation, and then well go into a little bit of q-and-a.
Thanks, Phil. |
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[redacted] |
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Moderator:
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Great. Thanks, Phil. Just, a lot of questions that I get
from investors are related to the acquisition in particular.
Lets just say [inaudible] focuses intensively on the
synergies, both on a revenue side as well as on the cost
savings. |
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Phil Brace:
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Yes. |
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Moderator:
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Can you just, in terms of the cost savings, you target $125
million annualized cost savings in 2008, and previously
Abhijit talked about it being roughly 50/50, sort of from a
cost of goods as well as operational efficiency. I know you
cant get into specifics at this point, but can you help brain
how we should think about where those cost bases are coming
from? |
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Phil Brace:
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Sure. Ill try and get some categories on both the
[inaudible]. You know, on the opex line, I mean there are
some scenarios. For example, you dont need both Oracle and
SAP. You dont need two legal departments, two HR
departments, two finance departments, and the like. So I
think youve got some normal, what would be characterized as
normal synergy. [Inaudible] that you can generate there from
an opex perspective, in addition to you dont need things like
two 55-nanometer test [inaudible], you dont need two
45-nanometer test [inaudible]. |
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On the [inaudible] side, certainly I think the benefit of
scale, we become certainly one of the top two or three fab
semiconductor companies on the planet, with a very
significantly enhanced wafer [inaudible] from where we were
before. One of the examples that has come up previously is an
example in this area. Today, Agere has an assembly test
facility where its not 100% utilized. So you might imagine
that theres a cost advantage to implementing Ageres
facilities. Weve been looking to move some of that capacity
around to some discussions with some of our existing suppliers
on how we might reduce our overall spend in that area. So we
have a high degree of confidence in the 125 number. We think
thats an achievable number to get, represents about 4% of the
combined companies costs in opex. And we are laser focused
on assuring were executing to deliver those results. |
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Moderator:
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Great. Thats very helpful. |
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Speaker:
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Just in terms of the, on this revenue synergy side. You went
through a little bit in terms of the product areas, where you
will see those synergies and the [inaudible] synergies. But
just in terms of, you know, obviously, youre going to focus
this investment and drive the scale necessary to |
LSI Logic Corporation
3/1/2007-11:00 AM ET
Moderator ID 114
Page 2
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better compete in these various markets. When do you think that we
will begin to see the fruits in terms of the revenue and
financials? |
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Phil Brace:
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Well, I dont think that, clearly the merge doesnt allow us
to break the laws of physics and create some new magic
products faster than we otherwise would do. So, but I will
say this. The response from the customers has been
exceptionally positive. In fact, one of the challenges we
have short term is that some of our leading customers want us
to operate as a combined company sooner than were able to do
so. Theyre asking for a lot of, Hey, what can we do
together. Theres so many things we can do. Can we optimize
the [inaudible] to do some things to enhance the value
practices? And so, you know, clearly, that is going to be a
big focus for us. |
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If you [inaudible] some examples of things that we can do.
And we havent [inaudible] models. What weve been talking
about is there is one example would be the IT portfolios.
Agere has done a good job of monetizing their IT portfolio, so
clearly, one of the opportunities we have is to put the LSI
patent into the Agere machine. Well start looking at that.
Now, that takes some time. We dont go knock on someones
door and say, Hey, Ive got a patent. Please write the
check. I mean, oh, yes, thank you very much, while they
[inaudible] you right away. Clearly, it takes some time to
materialize that, but I think if you look at the quality of
most of the properties theyve got, I think that remains a
very viable opportunity. |
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Specifically on the product line, you know, you look at both
storage, where today, Ageres primary focus is on the drive of
electronics outside of the enterprise, motor control is three
amps, rewrite channels, things like that, LSIs focus is in
the enterprise and hard drive focus, you might imagine there
are a number of interesting, not only bundling kind of
opportunities, but you can have mostly the new future
integration opportunities, not only inside the enterprise, but
outside on the networking space. Clearly, LSI has got a very
strong history in high-speed communication electronics for
customers like Cisco and [inaudible]. Today, Ageres been
much more focused on some of the standard product areas, so
how can we take some of our experience and our relationships
with customers like Cisco and kind of start to combine them.
So we think theres a number of things that were going to
find as a result of this. Some of them will take, you know,
varying degrees of time. Thats our challenge is really to
help drive some of that growth. |
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[redacted] |
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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
LSI Logic Corporation
3/1/2007-11:00 AM ET
Moderator ID 114
Page 3
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.