SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 11, 2015
BROADCOM CORPORATION
(Exact Name of Registrant as Specified in Charter)
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California |
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000-23993 |
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33-0480482 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
5300 California Avenue, Irvine, CA 92617
(Address of Principal Executive Offices)(Zip Code)
Registrants telephone number, including area code: (949) 926-5000
Not Applicable
(Former
Name or Former Address, if Changed since Last Report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On August 11, 2015, Avago Technologies Limited (Avago)
and Broadcom Corporation (the Company) issued a joint press release announcing the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, for their previously announced transaction.
The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Forward Looking Statements
All statements included or incorporated by reference in this document, other than statements or characterizations of historical fact, are
forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking
statements are based on Broadcoms current expectations, estimates and projections about its business and industry, managements beliefs, and certain assumptions made by Broadcom and Avago, all of which are subject to change.
Forward-looking statements can often be identified by words such as anticipates, expects, intends, plans, predicts, believes, seeks, estimates,
may, will, should, would, could, potential, continue, ongoing, similar expressions, and variations or negatives of these words. Examples of such
forward-looking statements include, but are not limited to, references to the anticipated benefits of the proposed transaction and the expected date of closing of the transaction. These forward-looking statements are not guarantees of future results
and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially and adversely from those expressed in any forward-looking statement.
Important risk factors that may cause such a difference in connection with the proposed transaction 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. These risks, as well as other risks associated with the proposed transaction, are more fully discussed in the joint proxy statement/prospectus that is included in the Registration
Statement on Form S-4 that has been filed with the SEC in connection with the proposed transaction. The forward-looking statements in this document speak only as of this date. Neither Broadcom nor Avago undertake any obligation to revise or update
publicly any forward-looking statement to reflect future events or circumstances.
In addition, actual results are subject to other risks and uncertainties that relate more broadly
to Broadcoms overall business, including those more fully described in Broadcoms filings with the Securities and Exchange Commission (SEC) including its annual report on Form 10-K for the fiscal year ended December 31,
2014, and its quarterly reports filed on Form 10-Q for the current fiscal year, and Avagos overall business and financial condition, including those more fully described in Avagos filings with the SEC including its annual report on Form
10-K for the fiscal year ended November 2, 2014, and its quarterly reports filed on Form 10-Q for its current fiscal year. The forward-looking statements in this document speak only as of date of this document. We undertake no obligation to
revise or update publicly any forward-looking statement, except as required by law.
Additional Information and Where to Find It
This document does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or
approval nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The proposed transaction
will be submitted to the shareholders of each of Broadcom and Avago for their consideration. On July 29, 2015, Pavonia Limited (Holdco) and Safari Cayman L.P. (Holdco LP) filed with the SEC a Registration Statement on
Form S-4 which includes the preliminary joint proxy statement of Avago and Broadcom and also constitutes a prospectus of Holdco and Holdco LP. Each of Broadcom and Avago will provide the joint proxy statement/prospectus to their respective
shareholders. These materials are not yet final and will be amended. Broadcom and Avago also plan to file other documents with the SEC regarding the proposed transaction. This document is not a substitute for any prospectus, proxy statement or any
other document which Broadcom and Avago has filed or may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF BROADCOM AND AVAGO ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER
RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. You may obtain copies of all documents filed
with the SEC regarding this transaction, free of charge, at the SECs website (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 on Broadcoms Investor Relations website (www.broadcom.com/investors) (for documents filed with the SEC by Broadcom) or Avago Investor Relations at (408) 435-7400 or investor.relations@avagotech.com (for documents
filed with the SEC by Avago, Holdco or Holdco LP).
Participants in the Solicitation
Broadcom, Avago, Holdco and Holdco LP and certain of their respective directors, executive officers and other members of management and
employees, under SEC rules may be deemed to
be participants in the solicitation of proxies from Broadcom and Avago shareholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the
SEC, be deemed participants in the solicitation of Broadcom and Avago shareholders in connection with the proposed transaction are set forth in the above-referenced joint proxy statement/prospectus. You can find more detailed information about
Broadcoms executive officers and directors in its definitive proxy statement filed with the SEC on March 27, 2015. You can find more detailed information about Avagos executive officers and directors in its definitive proxy
statement filed with the SEC on February 20, 2015. Additional information about Broadcoms executive officers and directors and Avagos executive officers and directors can be found in the above-referenced Registration Statement on
Form S-4.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits:
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Exhibit
No. |
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Description |
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99.1 |
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Joint press release of Broadcom Corporation and Avago Technologies Limited, dated August 11, 2015 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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BROADCOM CORPORATION, a California corporation |
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By: |
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/s/ Eric K. Brandt |
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Name: |
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Eric K. Brandt |
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Title: |
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Executive Vice President and Chief Financial
Officer |
Date: August 11, 2015 |
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EXHIBIT INDEX
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Exhibit
No. |
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Description |
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99.1 |
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Joint press release of Broadcom Corporation and Avago Technologies Limited, dated August 11, 2015 |
Exhibit 99.1
Avago Technologies and Broadcom Announce
Expiration of Hart-Scott-Rodino Waiting Period
SINGAPORE and IRVINE, Calif. August 11, 2015 Avago Technologies Limited (NASDAQ: AVGO) and Broadcom Corporation (NASDAQ: BRCM) today
announced the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR Act), as amended, has expired with regard to their previously announced transaction.
The expiration of the HSR Act waiting period satisfies one of the conditions to the closing of the proposed transaction, which remains subject to approval by
Avago and Broadcom shareholders, antitrust clearance in certain foreign jurisdictions and other customary closing conditions. Closing of the transaction is still expected by the end of the first calendar quarter of 2016.
Additional information concerning the proposed transaction is included in the Registration Statement on Form S-4 (which contains a preliminary joint proxy
statement/prospectus), which was filed by Pavonia Limited (Holdco) and Safari Cayman L.P. (Holdco LP) with the Securities and Exchange Commission on July 29, 2015.
About Avago Technologies Limited
Avago Technologies
Limited is a leading designer, developer and global supplier of a broad range of analog semiconductor devices with a focus on III-V based products and complex digital and mixed signal CMOS based devices. Avagos product portfolio is extensive
and includes thousands of products in four primary target markets: wireless communications, enterprise storage, wired infrastructure and industrial and other.
About Broadcom
Broadcom Corporation, a FORTUNE 500® company, is a global leader and innovator in semiconductor solutions for wired and wireless communications. Broadcom® products seamlessly
deliver voice, video, data and multimedia connectivity in the home, office and mobile environments. With one of the industrys broadest portfolio of state-of-the-art system-on-a-chip solutions, Broadcom is changing the world by Connecting
everything®. For more information, go to www.broadcom.com.
Forward-Looking Statements
All statements included or incorporated by reference in this document, other than statements or characterizations of historical fact, are
forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking
statements are based on Broadcoms current expectations, estimates and projections about its
business and industry, managements beliefs, and certain assumptions made by Broadcom and Avago, all of which are subject to change. Forward-looking statements can often be identified by
words such as anticipates, expects, intends, plans, predicts, believes, seeks, estimates, may, will, should,
would, could, potential, continue, ongoing, similar expressions, and variations or negatives of these words. Examples of such forward-looking statements include, but are not limited to,
references to the anticipated benefits of the proposed transaction and the expected date of closing of the transaction. These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions
that could cause actual results to differ materially and adversely from those expressed in any forward-looking statement.
Important risk factors that may
cause such a difference in connection with the proposed transaction 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. These risks, as well as other risks associated with the proposed transaction, are more fully discussed in
the joint proxy statement/prospectus that is included in the Registration Statement on Form S-4 that has been filed with the SEC in connection with the proposed transaction. The forward-looking statements in this document speak only as of this date.
Neither Broadcom nor Avago undertake any obligation to revise or update publicly any forward-looking statement to reflect future events or circumstances.
In addition, actual results are subject to other risks and uncertainties that relate more broadly to Broadcoms overall business, including those more
fully described in Broadcoms filings with the Securities and Exchange Commission (SEC) including its annual report on Form 10-K for the fiscal year ended December 31, 2014, and its quarterly reports filed on Form 10-Q for the
current fiscal year, and Avagos overall business and financial condition, including those more fully described in Avagos filings with the SEC including its annual report on Form 10-K for the fiscal year ended November 2, 2014, and
its quarterly reports filed on Form 10-Q for its current fiscal year. The forward-looking statements in this document speak only as of date of this document. We undertake no obligation to revise or update publicly any forward-looking statement,
except as required by law.
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Additional Information and Where to Find It
This document does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval nor shall
there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The proposed transaction will be submitted to
the shareholders of each of Broadcom and Avago for their consideration. On July 29, 2015, Pavonia Limited (Holdco) and Safari Cayman L.P. (Holdco LP) filed with the SEC a Registration Statement on Form S-4 which includes
the preliminary joint proxy statement of Avago and Broadcom and also constitutes a prospectus of Holdco and Holdco LP. Each of Broadcom and Avago will provide the joint proxy statement/prospectus to their respective shareholders. These materials are
not yet final and will be amended. Broadcom and Avago also plan to file other documents with the SEC regarding the proposed transaction. This document is not a substitute for any prospectus, proxy statement or any other document which Broadcom and
Avago has filed or may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF BROADCOM AND AVAGO ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. You may obtain copies of all documents filed with the SEC regarding this transaction,
free of charge, at the SECs website (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 on Broadcoms
Investor Relations website (www.broadcom.com/investors) (for documents filed with the SEC by Broadcom) or Avago Investor Relations at (408) 435-7400 or investor.relations@avagotech.com (for documents filed with the SEC by Avago, Holdco or
Holdco LP).
Participants in the Solicitation
Broadcom, Avago, Holdco and Holdco LP and certain of their respective directors, executive officers and other members of management and employees, under SEC
rules may be deemed to be participants in the solicitation of proxies from Broadcom and Avago shareholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in
the solicitation of Broadcom and Avago shareholders in connection with the proposed transaction are set forth in the above-referenced joint proxy statement/prospectus. You can find more detailed information about Broadcoms executive officers
and directors in its definitive proxy statement filed with the SEC on March 27, 2015. You can find more detailed information about Avagos executive officers and directors in its definitive proxy statement filed with the SEC on
February 20, 2015. Additional information about Broadcoms executive officers and directors and Avagos executive officers and directors can be found in the above-referenced Registration Statement on Form S-4.
Broadcom®, the pulse logo, Connecting everything®, and the Connecting everything logo are among the trademarks of Broadcom Corporation and/or its affiliates in the United States, certain other countries and/or the EU. Any other trademarks or
trade names mentioned are the property of their respective owners.
Broadcom Contacts:
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Corporate Communications
Karen Kahn
VP, Corp. Communications
415-297-5035
kkahn@broadcom.com |
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Investor Relations T. Peter Andrew
VP, Treasury & Investor Relations 949-926-6932
andrewtp@broadcom.com |
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Sameer Desai Director, Investor
Relations 949-926-4425
sameerd@broadcom.com |
Avago Contacts:
Ashish
Saran
Investor Relations
1 408-435-7400
investor.relations@avagotech.com
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