UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
(Rule 14A-101)
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant x Filed by a Party other than the Registrant ¨
Check the appropriate box:
¨ | Preliminary Proxy Statement | |
¨ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
¨ | Definitive Proxy Statement | |
¨ | Definitive Additional Materials | |
x | Soliciting Materials Pursuant to Section 240.14a-12 |
ALTERA CORPORATION
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x | No fee required. | |||
¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
1) | Title of each class of securities to which the transaction applies:
| |||
2) | Aggregate number of securities to which transaction applies:
| |||
3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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4) | Proposed maximum aggregate value of transaction:
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5) | Total fee paid:
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¨ | Fee paid previously with preliminary materials. | |||
¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
1) | Amount Previously Paid:
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2) | Form, Schedule or Registration Statement No.:
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3) | Filing Party:
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4) | Date Filed:
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Acquisition
of Altera June 1, 2015 |
Risk
Factors and Additional Information Todays presentations contain
forward-looking statements. All statements made that are not historical facts are subject to a number of risks and
uncertainties, and actual results may differ materially. Please refer to the risk
factors set forth at the end of this presentation for risk factors specifically
related to this proposed transaction and the business combination. Please
also refer to Intels and Alteras most recent earnings releases, Forms 10-Q
and 10-K filings for more information on the risk factors related to our
respective businesses. If
we
use
any
non-GAAP
financial
measures
during
the
presentations,
you
will
find
on
www.intelacquiresaltera.transactionannouncement.com
the
reconciliation to the most directly comparable GAAP financial measure.
Intel
and
Altera
intend
to
use
www.intelacquiresaltera.transactionannouncement.com
to
post
all
information
about
the
proposed
transaction.
Additional Information and Where to Find It
Altera plans to file a proxy statement (the Proxy Statement) with the
Securities and Exchange Commission (the SEC) in connection with the
solicitation of proxies for the special meeting of Alteras stockholders to be
held in connection with the transaction (the Special Meeting). Promptly
after filing its Proxy Statement in definitive form with the SEC, the Company will
mail the Proxy Statement to each stockholder entitled to vote at the Special
Meeting. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT ALTERA WILL FILE WITH THE SEC WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Stockholders may obtain, free of charge, copies of the Proxy Statement and any
other
documents
filed
by
the
Company
with
the
SEC
in
connection
with
the
Special
Meeting
at
the
SECs
website
(http://www.sec.gov),
at
the
transaction
website
at
www.intelacquiresaltera.transactionannouncement.com,
at
Alteras
website
(http://www.altera.com)
(under
Investor
relations,
SEC Filings) or by writing to Investor Relations, Altera Corporation,
101 Innovation Drive, San Jose, CA 95134 Altera, its directors and certain
executive officers are participants in the solicitation of proxies from Alteras stockholders in connection with the
transaction. Information regarding such participants, including their direct or
indirect interests, by security holdings or otherwise, together with
information regarding Intel or any Intel director or executive officer to the
extent they may be deemed participants in the solicitation, will be included in
the Proxy Statement and other relevant documents to be filed with the SEC in
connection with the Special Meeting. Information relating to the foregoing
can also be found in the Companys definitive proxy statement for its 2015 Annual Meeting of Stockholders, which was filed with the SEC on
March 31, 2015, and in any subsequent Statements of Change in Ownership on Form 4
filed by such individuals with the SEC. |
Investor
Meeting November, 2014
Intels Growth Strategy |
Transaction Summary
Purchase Price
$54 per share in cash
Financial Impact
Expected to be accretive to non-GAAP EPS & Free Cash
Flow (FCF) in the first year after close
Financing
Cash on hand + new debt
Closing
Expected in approximately 6-9 months
Unanimously approved by Intel and Altera
Boards of Directors
Subject to approval by Alteras stockholders, regulatory
approvals, and other customary closing conditions
Equity Value
~$16.7 billion |
The FPGA
business is aligned to our growth strategy, Altera is well positioned, and
FPGAs benefit from Moores Law We expect this transaction to create
significant value for our stockholders
Executive Summary
Alteras products combined with our IP portfolio are
expected to enable a new class of products that meet
customer needs in the data center and IoT market segments
|
Altera
Stats Current Intel Foundry Relationship
Altera Overview
World leader in programmable logic
devices (PLDs)
Headquartered in San Jose, CA
~3,100 employees worldwide in more
than 20 countries
~12,600 customers served through a
direct sales force and distributors
FY14 revenue of $1.9B, gross margin of
66%, and net income of $0.5B
Cash flow from operations of $0.7B
or 34%
Established a multi-year agreement in
2013
World class PLD technology + world
class process technology
Manufacturing
Alteras
Stratix®10
PLDs and SoCs using Intels 14 nm
Tri-Gate process and packaging
technology |
2014
TAM: $115B 18%
78%
4%
ASIC
PLD
ASSP
PLDs,
ASICs
&
ASSPs
2
A Highly Complementary Business
1
Source: Company filings, Gartner
2
Gartner forecast: ASIC/ASSP, FPGA/PLD and SLI/SoC Applications, Worldwide,
2012-2018, 4Q14 Update 2014 Revenue: $1.9B
Altera
Revenue
by
Segment
1
Industrial, Military
and Automotive
Networking,
Computer
and Storage
22%
16%
18%
PLD
Market
Segment
Share
2
2014 TAM: $5.0B
39%
49%
12%
Altera
Other
Xilinx
44%
Other
Telecom
and
wireless |
In a Growing Market Segment
($M)
Source: Gartner
FPGA Market Segment Growth
Forecast
CAGR
7%
Military/Civil
Military/Civil
Aerospace
Aerospace
Industrial
Industrial
Automotive
Automotive
Data
Data
Processing
Processing
Consumer
Consumer
Comms
Comms
0
1,000
2,000
3,000
4,000
5,000
6,000
7,000
8,000
9,000
10,000
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023 |
Addresses emerging customer workloads in the ~$37B data center
logic market segment
New IoT products expected to expand serviceable market by ~$11B
Expected to be ~60% of total value created
OpEx reductions which increase over time
Manufacturing leadership which is expected to improve existing
Altera product portfolio and market segment share
Expected to be ~40% of total value created
Strategic Combination Creates Significant Value
Source: Intel estimates
Accretive to Non-GAAP EPS & Free Cash Flow
in the First Year After Close
Product
Synergies
Cost &
Manufacturing
Synergies |
Cloud
Example: Data Center FPGA Acceleration Up to 1/3 of Cloud Service Provider
Nodes to Use FPGAs by 2020
https://gigaom.com/2015/02/23/microsoft-is-building-fast-low-power-neural-networks-with-fpgas/
Image Identification
Security
Convolutional Neural
Network
Encryption
Big Data
Compression
Applications:
Algorithms:
CPU
CPU
FPGA
FPGA
Co-Packaged CPU + FPGA
CPU + FPGA
CPU + FPGA
Integrated CPU + FPGA
CPU
CPU
FPGA
FPGA
Discrete FPGA
>2X performance increase through integration
Reduces total cost of ownership (TCO) by using standard server infrastructure
Increases flexibility by allowing for rapid implementation of customer IP and
algorithms
Today |
IoT
Application Examples
Processor, mem controller,
security, standard IO
Industrial Specific
Real-time control and acceleration
Industrial
Automation Control
Pre-Programmed
(ASSP replacement)
Processor, mem controller, security,
standard IO
Automotive Specific
Functional Safety,
Computer Vision,
Proprietary Acceleration
Advanced Driver
Assistance Systems
Customer Defined IP
(ASIC replacement)
Base IA Complex
FPGA
One
Silicon Design
Integrated die and
multi-chip packages
Integrated solutions accelerate growth in
key IoT segments by adding new
functionality, improving performance, and
lowering cost
~$11B incremental SAM by 2020 as
integrated FPGAs become cost
competitive with ASICs & ASSPs
Customers can program their own IP,
replacing ASICs
Intel can pre-program industry-specific IP,
replacing ASSPs
Expected to reduce time-to-market by
more than 50% |
Intels manufacturing leadership will increase the
competitiveness of Alteras existing products
Manufacturing Leadership Advantage
Altera and Intel engineering teams will be under one roof as an
integrated device manufacturer (IDM), enabling faster design
optimization and time-to-market
Acquisition captures the benefits of leadership for Intels
stockholders |
A shared
history facilitates integration Engineering teams deeply engaged through
existing foundry relationship
Altera will be an integrated Intel business unit
Dedicated sales force and engineering
Shared infrastructure
OpEx synergies expected to be primarily in G&A
Altera has retention plans in place to ensure a smooth transition
Intel will implement longer-term retention plans post-close
Altera Integration & Organization |
The FPGA
business is aligned to our growth strategy, Altera is well positioned, and
FPGAs benefit from Moores Law We expect this transaction to create
significant value for our stockholders
Alteras products combined with our IP portfolio are expected
to enable a new class of products that meet customer needs in
the data center and IoT market segments
Summary |
Risk
Factors This
presentation
contains
forward
looking
statements
related
to
the
proposed
transaction
between
and
business
combination
of
Intel
and
Altera.
Forward looking statements are predictions, projections and other statements about
future events that are based on current expectations and
assumptions
and,
as
a
result,
are
subject
to
risks
and
uncertainties.
Many
factors
could
cause
actual
results
to
differ
materially
from
the
forward-looking statements in this presentation, including the following, among
others: -
delays, disruptions or increased costs in the integration of Alteras
technology in existing or new products; -
Altera stockholders may not approve the transaction;
-
closing of the transaction may not occur or may be delayed;
-
expected synergies, cost savings, and other financial benefits of the transaction
may not be realized; -
integration of the acquisition post-closing may not occur as anticipated;
-
litigation related to the transaction or limitations or restrictions imposed by
regulatory authorities may delay or negatively impact the financial benefits
of or our ability to complete the transaction; -
unanticipated
restructuring
costs
may
be
incurred
or
undisclosed
liabilities
assumed;
-
attempts to retain key personnel and customers may not succeed;
-
the business combination or the combined companys products may not be
supported by third parties; -
actions by competitors may negatively impact results; and
-
there may be negative changes in general economic conditions in the regions or the
industries in which Intel and Altera operate. In
addition,
please
refer
to
the
documents
that
Intel
and
Altera
file
with
the
SEC
on
Forms
10-K,
10-Q
and
8-K.
These
filings
identify
and
address
other important risks and uncertainties that could cause events and results to
differ materially from those contained in the forward-looking statements
set forth in this document. Readers are cautioned not to put undue reliance on forward-looking statements, and Intel and Altera
assume no obligation and do not intend to update these forward-looking
statements, whether as a result of new information, future events or
otherwise. |
Acquisition
of Altera Q&A |