Finance Holdco is an exempted company incorporated under the laws of the Cayman Islands solely to effect the merger and has not conducted any business, other than in connection with the Merger Agreement and transactions contemplated thereby. Record Date; Shares Entitled to Vote. Depending on the final results of Broadcom shareholder elections and the number of Dissenting Shares, the mix of consideration paid to Broadcom shareholders may be adjusted as follows:. Broadcom shareholders holding their shares in street name and who wish to vote in person at the Broadcom Special Meeting must obtain a proxy issued in their name from the record holder and bring it with them to the Broadcom Special Meeting. The value of the Holdco Ordinary Shares received in any exchange of Restricted Exchangeable Units, or the cash amount to be paid by Holdco LP in lieu thereof, may fluctuate.
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Irvine, California U. Risks Relating to Restricted Exchangeable Units. The primary objective of this transaction consideration structure is to achieve an overall mix of consideration of approximately half cash and half equity subject to fluctuations in the value of Holdco equity to Broadcom shareholders, while also modifying that goal to allow any holder broadxom Broadcom Common Shares who desires to receive securities of the surviving company in a transaction intended to constitute a tax-free exchange to achieve that result.
Future sales of Holdco Ordinary Shares in the public market could cause the value of Restricted Briadcom Units to fall.
Check the appropriate box:. Efforts to Complete the Transactions.
Intermediate Holdco is an exempted company incorporated under the laws of the Cayman Islands solely to effect the merger and has not conducted any business, other than in connection with the Merger Agreement and transactions contemplated thereby. If you do not receive these instructions, you should contact the entity which holds your shares. Treasury Regulations have not yet been issued and their scope and precise effect are unclear, but they would likely have the effect of increasing the Section Percentage.
Holdco currently expects that it will allot and issue approximately , Holdco Ordinary Shares and Restricted Exchangeable Units in connection with the Transactions. These legal requirements may impede or delay a takeover of Holdco by a third-party, which could adversely affect the value of Holdco Ordinary Shares and Broaecom Exchangeable Units.
Opinion of Financial Advisor to Avago page Broaddcom results of operations of Holdco, as well as the trading price of Holdco Ordinary Shares after the Transactions, may be affected by factors different broqdcom those currently affecting.
Voting by Avago Directors and Executive Officers. Information About the Companies. Henry Samueli and entities affiliated with each of them have entered into Support Agreements with Holdco, Avago and Broadcom. In addition, shareholders of Avago and shareholders of Broadcom should read and consider the risks associated with each of the businesses of Avago and Broadcom because 373 risks will relate to the combined company.
The financial analyses and forecasts considered by Avago, Broadcom and their respective financial advisors may not be realized. The business and operating results of Holdco could be harmed by the highly cyclical nature of the semiconductor industry. The Broafcom Record Date is September Holdco is organized under the laws of the Republic of Singapore and its shareholders may have more difficulty in protecting their interest than they would as shareholders of a corporation incorporated in the United States, and Holdco may have more difficulty attracting and retaining qualified board members and executives.
Other charges gainsnet 6. Income loss from continuing operations.
Both Avago and Broadcom operate in the European Union. Avago and Broadcom intend to file the required notifications or other materials with the antitrust authorities in these jurisdictions at the appropriate time. Avago agreed to merge with Broadcom pursuant to the Merger Agreement in a transaction that will result in Avago and Broadcom becoming indirect subsidiaries of Holdco and Holdco LP.
Treatment of Avago Equity-Based Awards page Avago Technologies Limited is a leading designer, developer and global supplier of a broad range of semiconductor devices with a focus on analog III-V based products and complex digital and mixed signal complementary metal oxide semiconductor, or CMOS, based devices.
Will the Restricted Exchangeable Units be listed on an exchange? If an active public market does not develop or is not sustained, it may be difficult for you to sell your Holdco Ordinary Shares at a price that is attractive to you, or at all. At the effective time of the Broadcom Merger, each outstanding and unvested Broadcom stock option or restricted stock unit award held by an individual who is eligible to be included on a registration statement filed by Holdco on Form S-8 will be assumed by Holdco and converted into an option to purchase a brladcom of Holdco.
Broadclm combined company may also broadclm claims of potential infringement if it attempts to license intellectual property to others. How do I vote at the Avago Court Meeting?
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Broadcom Pro Forma Equivalent Data 2. Broadcom requests that Broadcom shareholders vote by telephone, over the Internet or by completing and signing the accompanying proxy card or voting instruction form and returning it to Broadcom as soon as possible in the enclosed postage-paid envelope.
There may also be requirements to be satisfied in each jurisdiction to maintain limited liability. Statement of Operations Data 1: