Avago Technologies to Acquire Broadcom for $37 Billion
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`May 28, 2015
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`Creates the world's leading diversified communications semiconductor company
`Transaction consideration of $17 billion in cash and equity valued at approximately $20 billion as of May 27, 2015
`$750 million of projected annual cost synergies expected to be achieved within 18 months
`Immediately accretive to non-GAAP EPS and free cash flow
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`SINGAPORE and IRVINE, Calif., May 28, 2015 (GLOBE NEWSWIRE) -- Avago Technologies Limited (Nasdaq:AVGO) and Broadcom Corporation
`(Nasdaq:BRCM) today announced that they have entered into a definitive agreement under which Avago will acquire Broadcom in a cash and stock
`transaction that values the combined company at $77 billion in enterprise value. Upon completion of the acquisition, the combined company will have
`the most diversified communications platform in the semiconductor industry, with combined annual revenues of approximately $15 billion.
`
`"Today's announcement marks the combination of the unparalleled engineering prowess of Broadcom with Avago's heritage of technology from HP,
`AT&T, and LSI Logic, in a landmark transaction for the semiconductor industry," said Hock Tan, President and Chief Executive Officer of Avago.  "The
`combination of Avago and Broadcom creates a global diversified leader in wired and wireless communication semiconductors. Avago has established
`a strong track record of successfully integrating companies onto its platform. Together with Broadcom, we intend to bring the combined company to a
`level of profitability consistent with Avago's long-term target model."
`
`"This transaction benefits all of Broadcom's key stakeholders," remarked Scott McGregor, President and Chief Executive Officer of Broadcom.  "Our
`customers will gain access to a greater breadth of technology and product capability. For our shareholders, the transaction provides both compelling
`up-front value as well as the opportunity to participate in the future upside of the combined business."
`
`"When Henry Nicholas and I founded Broadcom, we had a vision of creating the world leader in communications semiconductors. Today's
`announcement is a continuation of that vision and we could not think of a better partner for the future than Avago," stated Dr. Henry Samueli,
`Co-Founder, Chief Technical Officer and Chairman of the Board of Broadcom.
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`"The culture that Henry and I created when we founded Broadcom was demanding, execution-oriented, and certainly not guaranteed to mesh with the
`average technology company," said Dr. Henry T. Nicholas, Co-Founder and past CEO of Broadcom. "It was, however, a culture that enabled
`Broadcom to grow exponentially and emerge as the market leader in every major market segment involving broadband communications. In Avago, we
`have found a culture and a management team that embody the best of the philosophies on which Broadcom was founded, together with a fast-paced,
`no-nonsense, process-driven business culture that we need to take our combined company to the next level. I am confident that, under the visionary
`leadership of Hock Tan, the combined company will realize its potential to be the world's greatest semiconductor company."
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`Following completion of the transaction, Mr. Tan, President and Chief Executive Officer of Avago, will continue to serve as President and Chief
`Executive Officer of the combined company, which will adopt the name Broadcom Limited. Dr. Samueli will join the board of the combined company as
`will another director from Broadcom. In addition, Dr. Samueli will be appointed Chief Technology Officer of the combined company. Dr. Nicholas will
`serve in a strategic advisory role within the combined company, reporting to Mr. Tan.
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`Transaction Structure and Terms
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`Under the terms of the definitive agreement, Avago will acquire Broadcom for $17 billion in cash consideration and the economic equivalent of
`approximately 140 million Avago ordinary shares, valued at $20 billion as of May 27, 2015, resulting in Broadcom shareholders owning approximately
`32% of the combined company. Based on Avago's closing share price as of May 27, 2015, the implied value of the total transaction consideration for
`Broadcom is $37 billion.
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`Holders of outstanding shares of Broadcom will have the ability to elect to receive, for each Broadcom share held: (i) $54.50 in cash; (ii) 0.4378
`ordinary shares in a newly-formed Singapore holding company ("HoldCo"); (iii) a restricted equity security that is the economic equivalent of 0.4378
`ordinary shares of HoldCo that will not be transferable or saleable for a period of one to two years after closing; or (iv) a combination thereof.  The
`shareholder election will be subject to a proration mechanism, which is anticipated to result in payment in the aggregate in the range of 50% cash and
`50% equity in the transaction. Upon closing of the transaction, Avago shareholders will exchange their ordinary shares for HoldCo ordinary shares on
`a one to one basis.
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`No trading market is expected to develop for the restricted equity. The receipt of the restricted equity is expected to be tax free to former Broadcom
`shareholders, and if a requested tax ruling is obtained from the IRS, the receipt of HoldCo ordinary shares will also be tax free to the Broadcom
`shareholders. Receipt of HoldCo ordinary shares by former Avago shareholders is expected to be tax free.
`
`Avago intends to fund the $17 billion of cash consideration with cash on hand from the combined companies and $9 billion in new, fully-committed debt
`financing from a consortium of banks.
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`The transaction has been unanimously approved by the boards of directors of both companies, as well as a special committee of the independent
`directors of Broadcom. Dr. Samueli and Dr. Nicholas, the founders of Broadcom, have signed support agreements to vote to approve the transaction.
`Closing of the transaction is expected by the end of the first calendar quarter of 2016, and is subject to regulatory approvals in various jurisdictions, as
`well as the approval of Avago's and Broadcom's shareholders. 
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`Conference Call
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`Avago and Broadcom management will host a conference call to discuss details of the transaction. A live webcast and the accompanying presentation
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`Bell Northern Research, LLC, Exhibit 2006, Page 1 of 3
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`relating to the transaction will be available in the "Investors" section of Avago's website at www.avagotech.com in advance of the conference call.
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`Conference call date: May 28, 2015
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`Time: 5:00am Pacific (8:00am Eastern)
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`Dial in #: US (877) 703-6103, International +1 (857) 244-7302
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`Passcode is 44092275
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`A replay of the call will be available for one week by dialing (888) 286-8010 (US) or +1 (617) 801-6888 (International) and the passcode is 12012367.
`A webcast of the conference call will also be available in the "Investors" section of Avago's website at www.avagotech.com. 
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`Avago also today issued a separate press release announcing its second quarter fiscal year 2015 financial results. Avago management will not host its
`conference call to discuss the results, which had previously been scheduled to take place at 2:00 p.m. Pacific Time on May 28, 2015.
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`About Avago Technologies Limited
`
`Avago 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. Avago's product portfolio is extensive and includes thousands of products in four
`primary target markets: wireless communications, enterprise storage, wired infrastructure and industrial and other.
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`About Broadcom
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`Broadcom Corporation 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 industry's broadest
`portfolios of state-of-the-art system-on-a-chip solutions, Broadcom is changing the world by connecting everything.
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`Forward-Looking Statements
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`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, 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.
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`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. 
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`Important Additional Information Will be Filed with the SEC
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`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).
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`Bell Northern Research, LLC, Exhibit 2006, Page 2 of 3
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`Participants in the Solicitation
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`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.
`
`CONTACT: Ashish Saran
` Investor Relations(cid:10)
` +1 408-435-7400(cid:10)
` investor.relations@avagotech.com
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`company logo
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`Avago Technologies
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`Bell Northern Research, LLC, Exhibit 2006, Page 3 of 3
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