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    Qualcomm To Acquire Atheros: January 5, 2011

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    kuldeepjiwani
    Qualcomm will acquire Atheros for $3.1 billion in an all-cash deal valued at $45 per share. The acquisition is expected to close in the first half of 2011 pending Atheros shareholder approval and regulatory clearances. Qualcomm believes the acquisition will accelerate its strategy of integrating technologies across mobile phones, computing, and consumer electronics, and provide opportunities to expand customer relationships and access new partners. Atheros is a global semiconductor company that designs wireless and wired connectivity solutions, with key products in networking, computing, and consumer markets.

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    Qualcomm To Acquire Atheros: January 5, 2011

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    kuldeepjiwani
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    Qualcomm will acquire Atheros for $3.1 billion in an all-cash deal valued at $45 per share. The acquisition is expected to close in the first half of 2011 pending Atheros shareholder approval and regulatory clearances. Qualcomm believes the acquisition will accelerate its strategy of integrating technologies across mobile phones, computing, and consumer electronics, and provide opportunities to expand customer relationships and access new partners. Atheros is a global semiconductor company that designs wireless and wired connectivity solutions, with key products in networking, computing, and consumer markets.

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    Qualcomm will acquire Atheros for $3.1 billion in an all-cash deal valued at $45 per share. The acquisition is expected to close in the first half of 2011 pending Atheros shareholder approval and regulatory clearances. Qualcomm believes the acquisition will accelerate its strategy of integrating technologies across mobile phones, computing, and consumer electronics, and provide opportunities to expand customer relationships and access new partners. Atheros is a global semiconductor company that designs wireless and wired connectivity solutions, with key products in networking, computing, and consumer markets.

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    68 views11 pages

    Qualcomm To Acquire Atheros: January 5, 2011

    Uploaded by

    kuldeepjiwani
    Qualcomm will acquire Atheros for $3.1 billion in an all-cash deal valued at $45 per share. The acquisition is expected to close in the first half of 2011 pending Atheros shareholder approval and regulatory clearances. Qualcomm believes the acquisition will accelerate its strategy of integrating technologies across mobile phones, computing, and consumer electronics, and provide opportunities to expand customer relationships and access new partners. Atheros is a global semiconductor company that designs wireless and wired connectivity solutions, with key products in networking, computing, and consumer markets.

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    You are on page 1of 11

    QUALCOMM TO

    ACQUIRE ATHEROS
    January 5, 2011
    Safe Harbor
    Before we proceed with our presentation, we would like to point out that the following
    discussion will contain forward-looking statements from industry consultants, Qualcomm
    and others regarding industry trends, anticipated future results and product availability,
    potential market size, market shares and other factors that inherently involve risks and
    uncertainties, including the rate of development, deployment and commercial acceptance
    of CDMA- and OFDMA-based networks and technology and fluctuations in the demand
    for CDMA- and OFDMA-based products, services or applications.
    These and other risks and uncertainties relating to Qualcomm’s business are outlined in
    detail in our most recent 10-K form filed with the Securities and Exchange Commission.
    Please consult those documents for a more complete understanding of these risks and
    uncertainties.

    2
    Additional Information
    Additional information and where to find it
    In connection with the proposed transaction, Atheros intends to file a definitive proxy statement
    and other relevant materials with the SEC. Before making any voting decision with respect to
    the proposed transaction, stockholders of Atheros are urged to read the proxy statement and
    other relevant materials because these materials will contain important information about the
    proposed transaction. The proxy statement and other relevant materials, and any other
    documents filed by Atheros with the SEC, may be obtained free of charge at the SEC’s website
    at www.sec.gov or from Atheros at www.atheros.com or by contacting Atheros Investor
    Relations at: David.Allen@Atheros.com and 408.830.5762.
    Participants in the solicitation
    Atheros and Qualcomm and each of their executive officers and directors may be deemed to
    be participants in the solicitation of proxies from Atheros’ stockholders in favor of the proposed
    transaction. A list of the names of Atheros’ executive officers and directors and a description of
    their respective interests in Atheros are set forth in the proxy statement for Atheros’ 2010
    Annual Meeting of Stockholders, which was filed with the SEC on April 7, 2010, and in any
    documents subsequently filed by its directors and executive officers under the Securities and
    Exchange Act of 1934, as amended. Certain executive officers and directors of Atheros have
    interests in the proposed transaction that may differ from the interests of stockholders
    generally, including benefits conferred under retention, severance and change in control
    arrangements and continuation of director and officer insurance and indemnification. These
    interests and any additional benefits in connection with the proposed transaction will be
    described in the definitive proxy statement.

    3
    Qualcomm to Acquire Atheros
     Qualcomm to acquire Atheros for
    $45 per share in cash
     Enterprise value of $3.1 billion
     Expected to close in first half 2011
    subject to:
     Atheros stockholder vote
     Regulatory approvals
     Other customary closing
    conditions
     Modestly accretive to Qualcomm
    earnings per share in fiscal 2012,
    excluding amortization of acquired
    intangibles

    4
    Overview
    “It is Qualcomm's strategy to continually integrate
    additional technologies into mobile devices to
    make them the primary way that people
    communicate, compute and access content. This
    acquisition is a natural extension of that strategy
    into other types of devices. The combination of
    Qualcomm and Atheros is intended to accelerate
    this opportunity by utilizing best-in-class products
    for communications, computing and consumer
    electronics to broaden existing customer
    relationships and expand access to new partners
    and distribution channels.”
    - Dr. Paul E. Jacobs, chairman and CEO of Qualcomm

    5
    Overview (cont.)

    “Qualcomm and Atheros have a long history


    of collaboration and share a culture of
    technical innovation and execution
    excellence. The Atheros team will build upon
    Qualcomm’s strengths and leadership to
    bolster our customers’ ability to deliver
    innovative and differentiated products in the
    increasingly connected world.”
    - Craig Barratt, president and CEO of Atheros

    6
    Overview (cont.)
    “With this acquisition and our complementary
    products, Qualcomm will be in a strong position
    to take our successful mobile strategy of
    bringing the best technologies together into a
    systems solution and apply this to new
    opportunities. We see this strategy as central to
    helping our customers capitalize on the
    ubiquitous connectivity and seamless
    experiences that are developing across mobile
    phones, computing and consumer electronics.”
    - Steve Mollenkopf, EVP &
    Group President of Qualcomm

    7
    About Atheros
     Headquartered in San Jose, CA
     Global semiconductor company providing
    innovative technologies for wireless and
    wired solutions
     Customer base across computing, retail,
    carrier and enterprise networking, and
    mobile and digital home consumer
    electronics markets
     Expert in designing single-chip wireless
    systems solutions in standard digital
    CMOS
     Record revenues in Q3 2010: $247 million
     9 consecutive years of revenue growth
     1,700+ employees globally

    8
    Atheros’ Solutions
    Networking Computing Consumer
     Wireless LAN client and SoC  Wireless LAN client chips  ROCm Wireless LAN
    Atheros chips  Ethernet controllers  Ethernet transceivers
    Products  Network processor chips  Ethernet transceivers and  Bluetooth SoCs
     Ethernet transceivers controllers  GPS SoCs
     Ethernet switches  Bluetooth SoCs
    Sold to

     Powerline SoCs  GPS SoCs

     Wireless access points and  Notebook computers  Mobile gaming


    routers  Netbook computers  Handsets and
     Broadband gateways (DSL,  Desktop computers smartphones
    Device Cable and PON)
     Smartbook computers  Media adapters
    Categories
     Ethernet switches  PNDs
     Tablets
     Powerline adapters  Printers
     Cardbus and USB adapters  Televisions
     Hybrid WiFi/Powerline  Blu-Ray players
    routers
     VoIP phones
     e-Books

    Source: Atheros Company Filings


    9
    Atheros’ Revenue Mix and Customers

    Exposure To Several High Representative Customers


    Growth Opportunities
    Q3 2010 Revenue Mix by Channel

    COMPUTING
    TOP 10 PC OEMS
    26%

    51%
    23% CONSUMER

    Networking Computing Consumer NETWORKING


    LEADING OEMS
    Total Q3 2010 Revenue: $247M

    Source: Atheros Company Filings and Investor Presentation


    10
    THANK YOU

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