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Broadcom: Form, Schedule Or Registration Statement No

The following excerpt is from the company's SEC filing.

Filing party:

Date Filed:

October 28, 2015

TO OUR SHAREHOLDERS:

On or about September 29, 2015, Broadcom Corporation (we or Broadcom) commenced mailing to you a definitive proxy statement/prospectus, dated September 28, 2015 (the definitive proxy statement/prospectus) relating to the special meeting of shareholders of Broadcom scheduled to held at Broadcoms corporate headquarters, 5300 California Avenue, Irvine, California 92617, at 11:00 a.m. local time, on November 10, 2015 (the special meeting). At the special meeting, the Broadcom shareholders are being asked to consider and vote upon the following proposals, as more fully described in the definitive proxy statement/prospectus: (1) a proposal to approve the merger of each of Broadcom CS Merger Sub, Inc. and Broadcom UT Merger Sub, Inc. with and into Broadcom, with Broadcom continuing as the surviving corporation of each such merger (such mergers, the Broadcom mergers), the Agreement and Plan of Merger (as it may be amended from time to time, the merger agreement), dated as of May 28, 2015, by and among Pavonia Limited (Holdco), Avago Technologies Limited (Avago), Safari Cayman L.P. (Holdco LP), Avago Technologies Cayman Holdings Ltd., Avago Technologies Cayman Finance Limited, Broadcom CS Merger Sub, Inc., Broadcom UT Merger Sub, Inc. and Broadcom, and the principal terms of the merger agreement (such proposal, the merger proposal); (2) a proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the merger proposal (the adjournment proposal); and (3) a proposal to approve, by non-binding, advisory vote, compensation that will or may be paid or become payable by Broadcom to its named executive officers in connection with the Broadcom mergers (the non-binding advisory proposal).

Subject to and upon the terms and conditions of the merger agreement and a statutory procedure known as a scheme of arrangement to be implemented by Avago under Singapore law (the Avago scheme) and subject to approval of the High Court of the Republic of Singapore, all issued ordinary shares of Avago as of immediately prior to the effective time of the transaction will be exchanged on a one-for-one basis for newly allotted and issued ordinary shares of Holdco, and Broadcom will become an indirect subsidiary of Holdco upon the consummation of the Broadcom mergers (such mergers, together with the Avago scheme, the transactions). As a result of the transactions, both Avago and Broadcom will become indirect subsidiaries of Holdco and their equity securities will cease to be publicly traded. Holdco will be renamed Broadcom Limited. It is a condition to the transactions that Holdco ordinary shares be listed on the Nasdaq Global Select Market, as is the case today with Avago ordinary shares and Broadcom Class A common stock.

To better understand the transactions, you should carefully read the definitive additional materials on Schedule 14A, including

Exhibit A

hereto, and the definitive proxy statement/prospectus and its annexes, as well as those documents incorporated by reference into the definitive proxy statement/prospectus and any additional documents to which we refer you.

As disclosed in the definitive proxy statement/prospectus dated September 28, 2015 and forming a part of the registration statement on Form S-4 filed with the SEC by Holdco and Holdco LP and declared effective by the SEC on September 25, 2015, eleven putative class action complaints have been filed by and purportedly on behalf of alleged Broadcom shareholders. One putative class action complaint was filed in the Superior Court of the State of California, County of Santa Clara, captioned Jew v. Broadcom Corp., et al., Case No. 1-15-CV-281353, filed June 2, 2015. Eight putative class action complaints were filed in the Superior Court of the State of California, County of Orange, captioned: Xu v. Broadcom Corp., et al., Case No. 30-2015-00790689-CU-SL-CXC, filed June 1, 2015;

Freed v. Broadcom Corp., et al., Case No. 30-2015-00790699-CU-SL-CXC, filed June 1, 2015; N.J. Building Laborers Statewide Pension Fund v. Samueli, et al., Case No. 30-15-00791484-CU-SL-CXC, filed June 4, 2015; Yiu v. Broadcom Corp., et al., Case No. 30-2015-00791490-CU-SL-CXC, filed June 4, 2015; Yiu, et al. v. Broadcom Corp., et al., Case No. 30-2015-00791762-CU-BT-CXC, filed June 5, 2015; Yassian, et al. v. McGregor, et al., Case No. 30-2015-00793360-CU-SL-CXC, filed June 15, 2015; Seafarers Pension Plan v. Samueli, et al., Case No. 30-2015-00794492-CU-SL-CXC, filed on June 19, 2015; and Engel v. Broadcom Corp., et al., Case No. 30-2015-00797343-CU-SL-CXC, filed on July 2, 2015 (together with Jew v. Broadcom Corp., et al., the state actions). On August 14, 2015, the Superior Court of the State of California, County of Orange, issued an order coordinating the state actions. The coordinated state actions are captioned Broadcom Shareholder Cases, JCCP 4834. Two putative class action complaints were filed in the United States District Court for the Central District of California, captioned: Wytas, et al. v. McGregor, et al., Case No. 8:15-cv-00979, filed on June 18, 2015; and Yassian, et al. v. McGregor, et al., Case No. 8:15-cv-01303, filed on August 15, 2015 (the federal actions). On September 2, 2015, plaintiffs in the Wytas, et al. v. McGregor, et al. matter filed an amended complaint adding claims under the federal securities laws. The federal actions have been consolidated under the caption In re Broadcom Corporation Stockholder Litigation; Case No. 8:15-cv-00979-JVS-PJW. The complaints name as defendants, among other parties, Broadcom, members of Broadcoms Board of Directors and Avago, and they allege breaches of fiduciary duties and aiding and abetting of those alleged breaches. The complaints seek, among other things, injunctive relief to prevent the transactions from closing. Additionally, the federal actions allege violations of Sections 14(a) and 20(a) of the Exchange Act and SEC Rule 14a-9. On September 25, 2015 the Superior Court of the State of California, County of Orange, stayed the state actions pending the outcome of the federal actions. By order dated September 18, 2015 the federal district court for the Central District of California appointed Farshid Yassian interim lead plaintiff (the Interim Lead Plaintiff) for the federal actions, pending final determination of lead plaintiff status.

The Interim Lead Plaintiff in the federal actions has raised certain disclosure claims, which defendants have discussed with counsel for the Interim Lead Plaintiff. Broadcom, Avago, and the other defendants have vigorously denied, and continue vigorously to deny, that they have committed or aided and abetted in the commission of any violation of law or engaged in any of the wrongful acts that were or could have been alleged in the referenced lawsuits, and expressly maintain that, to the extent applicable, they diligently and scrupulously complied with applicable fiduciary and other legal duties. Nothing in this Schedule 14A shall be deemed admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein.

Important information concerning the proposed transactions is set forth in the definitive proxy statement/prospectus. The definitive proxy statement/prospectus is amended and supplemented by, and should be read as part of and in conjunction with, the information set forth in this Schedule 14A. Capitalized terms used in this Schedule 14A but not otherwise defined herein have the meanings ascribed to those terms in the definitive proxy statement/prospectus.

The special meeting will be held at Broadcoms corporate headquarters, 5300 California Avenue, Irvine, California 92617, at 11:00 a.m. local time, on November 10, 2015. As discussed in the definitive proxy statement/prospectus, t

he Broadcom board of directors has unanimously determined that the merger agreement, the California merger agreements attached as exhibits to the merger agreement, the Broadcom mergers and the other transactions contemplated by such agreements are advisable and in the best interests of Broadcom and its shareholders and recommends that Broadcom shareholders vote: FOR the merger proposal; FOR the adjournment proposal; and FOR the non-binding advisory proposal

Sincerely,

Arthur Chong

Executive Vice President, General Counsel and Secretary

EXHIBIT A

Supplement to Definitive Proxy Statement/Prospectus

Broadcom has agreed to make these supplemental disclosures to the definitive proxy statement/prospectus. This supplemental information should be read in conjunction with the definitive proxy statement/prospectus, which we urge you to read in its entirety. As noted above, none of the defendants has admitted wrongdoing of any kind, including but not limited to inadequacies in any disclosure, the materiality of any disclosure that the plaintiffs contend should have been made, any breach of any fiduciary duty, or aiding or abetting any of the foregoing. Capitalized terms used but not defined herein have the meanings set forth in the definitive proxy statement/prospectus. The additional disclosures are as follows:

1) Background of the Merger

Reference is made to the section of the definitive proxy statement/prospectus entitled Background of the Transactions beginning on page 78 of the definitive proxy statement/prospectus.

The following paragraph on page 78 of the definitive proxy statement/prospectus is supplemented by the addition of the text highlighted in bold below:

On October 16, 2013, at the invitation of the Chairman of the Board of a potential public strategic acquiror referred to herein as Company A, Scott A. McGregor, the President and Chief Executive Officer of Broadcom, met with the Chief Executive Officer and the Chairman of Company A. At this meeting, Company As representatives suggested three possible strategic actions: (i) a commercial relationship between Broadcom and Company A; (ii) Company A acquiring Broadcoms mobile and wireless group

for $6 billion

; or (iii) Company A acquiring Broadcom as a whole. No price was discussed for the alternative of Company A acquiring Broadcom as a whole at this meeting.

The following paragraph on page 83 of the definitive proxy statement/prospectus is supplemented by the addition of the text highlighted in bold below:

On April 21, 2015, Broadcoms board of directors held a meeting. At this meeting,

Mr. Brandt presented Broadcoms board with a three year financial plan update, which forecasted Broadcoms projected standalone operating results over the next three years. Mr. Brandt reported that the plan had been updated to reflect better than expected performance in 2015 and an improved outlook for both 2015 and 2016. At the same meeting,

Mr. McGregor summarized separate discussions with representatives of Avago and Company D that had taken place in the preceding weeks. Representatives from J.P. Morgan reviewed the terms of Avagos April 13, 2015 proposal, and representatives from Skadden provided legal advice, including an overview of the preliminary regulatory considerations with respect to a potential transaction with Avago. After discussion,

consensus emerged that the best way to maximize value was to focus Broadcoms efforts on potential bidders Avago, Company D and Company A, as those parties were the ones most likely to be willing and able to pursue a potential transaction.

Broadcoms board of directors authorized and directed Mr. McGregor to inform Avago that Avagos offer of $51.00 per share was insufficient, and that if Avago increased its offer to a price above the mid-$50s, Broadcoms board of directors would authorize the parties to engage in further discussions. Broadcoms board also authorized and directed Broadcoms management to continue to engage in discussions with Company D.

The following paragraph replaces the last full paragraph on page 83 of the...


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