|
Filed by TriQuint Semiconductor, Inc.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed
pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: RF Micro Devices,
Inc.
Commission File No.: 000-22511
Date: June 3, 2014
|
Filed by TriQuint Semiconductor, Inc.
pursuant to
Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: RF Micro Devices, Inc.
Commission File No.: 000-22511
Date: June 3, 2014
Company Presentation
June 2014
Safe Harbor
Forward Looking Statements
This presentation contains forward-looking statements made pursuant to the Safe Harbor provisions of the
Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements regarding strong growth in mobile demand and RF content growth; and statements under Outlook regarding TriQuints anticipated
fourth quarter revenues, non-GAAP gross margin and diluted earnings per share for the fourth quarter and our bookings to anticipated revenue. These forward-looking statements are statements of managements opinion and are subject to various
assumptions, risks, uncertainties and changes in circumstances. Actual results may vary materially from those expressed or implied in the statements herein or from historical results, due to changes in economic, business, competitive, technological
and/or regulatory factors. More detailed information about risk factors that may affect actual results are set forth in TriQuints reports on Form 10-K and 10-Q and other filings with the Securities and Exchange Commission. These reports can be
accessed at the SEC web site, www.sec.gov. Except as required by law, TriQuint undertakes no obligation to revise or publicly release the results of any revision to these forward-looking statements.
This communication contains forward-looking statements, including but not limited to those regarding the proposed business
combination between RF Micro Devices, Inc. (RFMD) and TriQuint Semiconductor, Inc. (TriQuint) (the Business Combination) and the transactions related thereto. These statements may discuss the anticipated manner,
terms and conditions upon which the Business Combination will be consummated, the future performance and trends of the combined businesses, the synergies expected to result from the Business Combination, and similar statements. Forward-looking
statements may contain words such as expect, believe, may, can, should, will, forecast, anticipate or similar expressions, and include the assumptions
that underlie such statements. These statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including but not limited to: the
ability of the parties to consummate the Business Combination in a timely manner or at all; satisfaction of the conditions precedent to consummation of the Business Combination, including the ability to secure regulatory approvals in a timely manner
or at all, and approval by RFMDs shareholders and TriQuints stockholders; the possibility of litigation (including related to the transaction itself); RFMD and TriQuints ability to successfully integrate their operations, product
lines, technology and employees and realize synergies from the Business Combination; unknown, underestimated or undisclosed commitments or liabilities; the level of demand for the combined companies products, which is subject to many factors,
including uncertain global economic and industry conditions, demand for electronic products and semiconductors, and customers new technology and capacity requirements; RFMDs and TriQuints ability to (i) develop, deliver and
support a broad range of products, expand their markets and develop new markets, (ii) timely align their cost structures with business conditions, and (iii) attract, motivate and retain key employees; and other risks described in
RFMDs and TriQuints Securities and Exchange Commission (SEC) filings. All forward-looking statements are based on managements estimates, projections and assumptions as of the date hereof. Neither RFMD nor TriQuint
undertakes any obligation to update any forward-looking statements.
It is not possible to predict or identify
all risk factors and one should not consider the risk factors described in TriQuints filings with the Securities and Exchange Commission to be a complete statement of all potential risks and uncertainties.
* Where non-GAAP financial data is noted, please see http://invest.triquint.com/results.cfm for a GAAP to non-GAAP
reconciliation.
© TriQuint Semiconductor, Inc.
2
Strategic Combination
Creating a New Leader in RF
Solutions
© TriQuint Semiconductor, Inc.
3
Deal Terms
Pro Forma Ownership Structure
Board of Directors
Leadership
Closing Conditions & Timing
All stock transaction in which post-closing RFMD and TriQuint shareholders will each own approximately 50% of
NewCo
TriQuint exchange ratio of 1.675x for new company shares
RFMD exchange ratio of 1.0x for new company shares
Tax free transaction
Ralph Quinsey will serve as Non-Executive Chairman
Board will be composed of 10 directors, with 5 each from the existing boards of both companies
8 of the 10 directors will be independent
Robert Bruggeworth Chief Executive Officer
Steve Buhaly Chief Financial Officer
Eric Creviston President of Mobile Products
James Klein President of Infrastructure and Defense Products
Steven Grant Corporate VP, Fab Technology & Manufacturing
Jim Stilson Corporate VP, Assembly/Test Technology & Manufacturing
Dean Priddy Executive VP of Administration responsible for integration and synergy value creation
Expected to close in second half of 2014
Customary closing conditions include: Approval of RFMD and TriQuint shareholders and regulatory approvals
© TriQuint Semiconductor, Inc.
4
Strategic Rationale
Customers benefit from new
scale advantages in manufacturing and R&D, as well as an aggressive roadmap of new products and technologies
Drive innovation at the heart of the mobile data ecosystem from base station to mobile device to deliver the
industrys most comprehensive portfolio of critical RF technologies to mobile and infrastructure customers
Greatly improved financial model with performance improving to best in class as synergies are realized
© TriQuint Semiconductor, Inc.
5
Mobile Industry Landscape
The worlds demand
for mobile data is growing exponentially
The wireless industry is rapidly changing to meet this challenge and
build the next generation of mobile devices and network infrastructure
Mobile Device Growth
Mobile Phone Shipments (mm)(1)
2,500 2,000 1,500 1,000 500 0
00 01
02 03 04 05 06 07 08 09 10 11 12 13E 14E 15E 16E 17E
2G 2.5G 3G 4G
(1) Source: IDC. Note: 2G consists
of GSM and iDEN; 2.5G consists of CDMA 2000 1xRTT, EDGE and GPRS; 3G consists of CDMA 2000 1xEV-DO, TD-SCDMA, UMTS/WCDMA and HSDPA/HSPA; 4G consists of LTE, TD-LTE and WiMAX.
(2) Source: Cisco Visual Networking Index: Global Mobile Data Traffic Forecast, 2014.
(3) Source: Management.
Mobile Traffic Growth
Exabytes per Month (2)
18 9 0
2013 2014 2015 2016 2017 2018
1.5 EB 2.6 EB 4.4 EB 7.0 EB 10.8 EB 15.9 EB
RF Complexity
Total Frequency Bands
(3)
50 40 30 20 10 0
43 6 2
05 10 15E
© TriQuint Semiconductor, Inc.
6
Infrastructure & Defense Landscape
Demand for network capacity and LTE deployments are driving growth in the base station and optical transport markets
Combined company will remain committed to the defense market as a driver of innovative new technologies
GaN provides a disruptive growth opportunity within the infrastructure and defense markets
© TriQuint Semiconductor, Inc.
7
NewCo: Strength of Combined Portfolio
Mobile
Power Amplifiers Filters Switch / Antenna Wi-Fi
GaAs PA Silicon PA Envelope Tracking SAW TC-SAW BAW WLP Switch ASM Antenna Tuning Mobile
Infrastructure & Defense GaN Radar Optical Drivers BTS CATV Wi-Fi
Foundry GaN PA Standard products GaAs SiGe RX TX Amplifiers PA Filters
© TriQuint Semiconductor, Inc.
8
Enhanced Financial Profile
New Growth
Opportunities
Cost Synergies
EPS Accretion
Integration trends are creating
larger opportunities for broad based suppliers
New scale advantages
$150M in annualized cost synergies
$75M exiting year one
Additional $75M exiting
year two
Accretive to EPS in first full fiscal year following transaction close
* Non-GAAP metrics; assumes $150M in synergies across manufacturing costs and operating expenses; no revenue synergies are
assumed as part of the transaction.
© TriQuint Semiconductor, Inc.
9
Managing to a New Operating Model
Metric
Revenue Growth
Gross Margin
Operating Expenses
Operating Margin
Target
Greater than the Industry
45%
20%
25%
* Non-GAAP metrics; assumes $150M in synergies across manufacturing costs and operating expenses; no revenue synergies are
assumed as part of the transaction.
© TriQuint Semiconductor, Inc.
10
TriQuint Overview
Company Overview
Technology Leadership
Broad product portfolio
Technology innovator
Integration leader
Large & Growing Markets
$8-10 billion opportunity
10-15% CAGR
Financial Leverage
50%+ incremental margin
Accretive product mix
Improving profitability
Defense
Drives technology research &
product solutions
Network Infrastructure
Drives high-performance product portfolio
Mobile Devices
Volume drives scale, lowers
Costs & speeds innovation
© TriQuint Semiconductor, Inc.
12
Key Markets
MD: Mobile Devices
2013 Revenue by Market
Smartphones
Tablets
Internet of things
IDP: Infrastructure & Defense
Network
Infrastructure
Base station
Optical
Point-to-point radio
Defense & Aerospace Mobile Devices 66%
Radar Network Infrastructure 21%
Communications
Defense & Aerospace 13%
Electronic warfare
© TriQuint Semiconductor, Inc.
13
Focused on High Value Growth Opportunities
High
Optical
3G / 4G Base Station
Small Cells
Discrete Premium Filters
Radar
PAD
(PA + Duplexer)
2G Base Station
WLAN Connectivity
MMPA
ASM / Switch
Value
Low
Low Performance Amplifiers
WLAN Mobility
Commodity SAW Filters
2016 Estimated Size ($500M reference scale)
-20%
-10% 0% 10% 20% 30% 40% 50%
Growth
TriQuint Semiconductor, Inc.
14
Product Line Strategy
Mobile Devices
Focus on LTE content expansion
Deliver premium filters & high-efficiency, broadband amplifiers
Enable dense RF integration with ultra small packaging
Infrastructure & Defense
Multi-market
focus on high value products
Best in class GaN, GaAs, & filter technology across full spectrum
Unmatched technology breadth & strong customer relationships
© TriQuint Semiconductor, Inc.
15
MD
Mobile Devices
© TriQuint Semiconductor, Inc.
Mobile Devices Overview
Business highlights
$7B+ total addressable market
15% growth due to RF content expansion
LTE band
count driving premium filter growth
Integration requires system expertise & access to key components
Long standing customer relationships
Differentiated strategy
Comprehensive technology
capabilities
All premium filters (SAW, TC-SAW & BAW)
High-efficiency, broadband amplifiers
Small & thin packaging (CuFlip and WLP)
Dense RF integration expertise
Proprietary
high-volume manufacturing
Mobile RF SAM
15% CAGR ($ in millions)
$10,000 $8,000 $6,000 $4,000 $2,000 $0
2013 2014
2015
Source: TriQuint
© TriQuint Semiconductor, Inc.
17
Hypothetical RF Content in LTE Phones
SAM Premium
Filters ($ in millions) Functions/ Avg. Filter Phone Typical 3G Regional LTE Global Roaming LTE
40-50%
CAGR
$4,000
$3,000
$2,000
$1,000
$0
35
30
25
20
15
10
5
0
2013 2014 2015 2016 2017
Source: TriQuint
Premium filters include BAW & TC-SAW
SAW
filters $ 1.25 $ 2.00 $2.25
TC-SAW filters $ 0.00 $ 0.50 $1.50
BAW filters $ 0.00 $ 1.50 $3.50
Total filter content $ 1.25 $ 4.00 $7.25
Amplifiers / switches / other $ 2.50 $ 3.50 $5.50
Total RF content $ 3.75 $ 7.25 $12.75 +
Source:
TriQuint; the values above are for illustrative purposes only, actual values vary by phone model, manufacturer, and other considerations.
© TriQuint Semiconductor, Inc.
18
Band Count Driving Premium Filter Content
Total
Worldwide Filter Functions (by Filter Technology) Premium Filters ($ in millions)
SAM Avg. Filter
Functions/Phone
BAW TC-SAW SAW
40-50% CAGR
75
50
25
0
$4,000
$3,000
$2,000
$1,000
$0
35 30 25 20 15 10 5 0
1G 2G 3G 4G 2013 2014 2015 2016 2017
Source: TriQuint Source: TriQuint
FDD bands = 2
filter functions (separate send & receive filter die) Premium filters include BAW & TC-SAW
Band Count Expansion Premium Filter Growth
Region specific bands Crowded spectrum
Backward
compatibility Wi-Fi coexistence
Growing LTE penetration Growing interference
Carrier aggregation Filters scale with band count
© TriQuint Semiconductor, Inc.
19
Solving 3G / 4G Filtering Challenges
Advanced
technology
Proprietary filter manufacturing expertise
High performance for toughest bands
All 3 technologies
SAW
TC-SAW
BAW
LTE / Wi-Fi coexistence
(denoted with gray shading)
Band 13 LTE FDD Duplexer Band 23 LTE FDD Band 30 LTE FDD
TC-SAW Band 26 LTE FDD Duplexer BAW
Complexity
Band 20 LTE FDD Duplexer Band 8 LTE FDD Duplexer Band 41 LTE TDD Filter 5 GHz Wi-Fi Filter
Band 28 LTE FDD Duplexer Band 8 WCDMA Duplexer Band 25 LTE FDD Duplexer Band 40 LTE TDD Filter Band 7 LTE FDD Duplexer
Band 17/12 LTE FDD Duplexer Band 29 LTE FDD Filter SAW Band 3 LTE FDD Duplexer Band 2 2.4 GHz Wi-Fi
Filter
Band 5 LTE FDD Duplexer Band 4 LTE FDD Duplexer WCDMA or LTE FDD Duplexer Band 42
LTE TDD Filter Band 43 LTE TDD Filter
Band 27 LTE FDD Duplexer GPS Band 1 WCDMA Duplexer
Band 38 LTE TDD Filter
GSM Rx
Asia Europe The Americas
RF Frequency
© TriQuint Semiconductor, Inc.
20
Advancing Dense RF Integration
Differentiated
Components In-house design & manufacturing of key module components Extensive Integration Expertise Coordinated supply chain, stable processes, RF module simulation
+ + + +
Amplifiers Filters Switches Laminates
Controllers Other
Wafer Level Packaging Improved design flexibility, smaller size, lower height
Proprietary CuFlipTM Interconnects Better performance with lower cost, size & height
Die vs Die vs
© TriQuint Semiconductor, Inc.
21
IDP
Infrastructure
& Defense Products
© TriQuint Semiconductor, Inc.
IDP: Infrastructure & Defense Products
Business highlights
Total IDP SAM
5% CAGR
($ in millions)
Over $2B+ addressable market 5-10% growth with 5-30% share Highly fragmented market Long product lifecycles
Differentiated strategy
Partner with the best in
the industry
Radar, optical & base stations
Maintain technology leadership
Leverage Dept. of Defense funding to seed innovation
Support commercial markets with superior GaN & BAW
Increase pace of product development
Market
shaping, differentiated products
Small acquisitions to supplement growth
Infrastructure $3,000 Defense $2,500
$2,000 $1,500 $1,000 $500
$0 2013 2014 2015
Source: TriQuint
© TriQuint Semiconductor, Inc.
23
GaN: A Disruptive Technology
Wider Bandwidth More
Power Higher Efficiency Higher Temp Advanced R&D
Electronic Warfare Next-Generation Radars Communication
Systems New Sensors New Missions 500 GHz / 500V per ns
Manufacturing yields & reliability that
equal or exceed more conventional semiconductor technologies
Amplifier cost & efficiency that support
overall best value
Numerous products to support both defense & commercial markets
Broad range of processes that support 0-94GHz applications
© TriQuint Semiconductor, Inc.
24
Network Infrastructure
© TriQuint
Semiconductor, Inc.
LTE Rollout Driving Network Infrastructure
Worldwide LTE infrastructure rollout
LTE infrastructure deployments are driving base station & optical products
Bandwidth demand and subscriber density driving base station growth
100G being deployed for metro with 200G on the horizon for long haul optical networks
Base Station
Optical Transport
Mobile Data Traffic Growth
16 (Exabytes per Month)
14 61% CAGR
12 10 8 6 4 2 0
2013 Video 2014 2015 Data 2016 M2M 2017 File Sharing 2018
Source: Cisco Global Mobile Data Traffic Forecast, Feb 2014
China is worlds largest market
1.25 billion
subscribers: China Mobile (781m), China Unicom (290m), China Telecom (183m)
Potentially 600,000 to 800,000 4G
base stations in China by the end of 2014*
* TriQuint estimate
© TriQuint Semiconductor, Inc.
26
Base Station Market Opportunity
Base Station SAM
Macro
($ in millions)
$1,200 Metro
$1,100 Micro
$1,000
$900
2013 2014 2015 2016
Source: TriQuint
Use case
Peak power
Coverage (radius)
Simultaneous users
Notable Trend
Addressable content
Indoor capacity
1 watt
< 100m
Under 100
Small carrier cells capacity augmenting
> $10
Outdoor capacity
1 to 20 watts
< 3km
> 100
Data growth capacity opportunities
creating
> $35
Broad coverage
20 to 200+ watts
< 25km
> 250
power High/wide amps band using macro
GaN
> $175
© TriQuint Semiconductor, Inc.
27
Moving Data Around the World
SAM Transport SAM ($
in millions) Transceiver Units Per Year Sold Superior Performance & Differentiated Products
810% CAGR
$700
$600
$500
$400
$300
$200
$100
$0
200
150
100
50
0
2013 2014 2015 2016
Source: TriQuint, Infonetics
Consideration Metro Long-Haul
Application
Regional Traffic Wide Area Transport
Distance 100 to 800 km 800 to 2,000km
Network speed 40 to 100G 40 to 100G +
Primary concerns <<<<<< Performance, size, cost >>>>>>
Addressable content $185 to $750 $600 to $1,500
© TriQuint Semiconductor, Inc.
28
Defense
© TriQuint Semiconductor, Inc.
Connecting Market the Next-Gen Battlefield & Space
Defense & Aerospace solutions Defense SAM ($ in millions)
Superior performing packaged RF
Comprehensive GaN
/ GaAs foundry & DoD accredited services
GaN innovator and leader in government-funded &
industry R&D programs Transition to products and away from non-strategic foundry driving revenue and margins
Top customers
© TriQuint Semiconductor, Inc.
$750
35% CAGR $500
$250
$0
2013 2014 2015
Source: TriQuint
New Products
Defense Infrastructure
150 100 50
0
2011 2012 2013
30
Defense & Aerospace Programs
Supporting
a wide variety of DoD-critical programs with our broad portfolio of products and services
EA-18G Growler
F-22 Raptor
F-16 Falcon
F-35 Lightning
WGS
Wideband Global SATCOM
AN / TPQ-53
Quick Reaction Capability Radar
© TriQuint Semiconductor, Inc. 31
GaN Technology Enables World Class Products
Greater power
Smaller size, fewer parts
Higher efficiency
40W GaN Switch 55W Power Transistor 30W Wideband 20W Ku-Band GaN PA GaN PA
GaN replacing GaAs in defense & commercial applications
TWTA market ~$600 million opportunity by 2015
SpatiumTM Power Amplifiers
TWTA upgrade / replacement
High reliability /
long life
Compact form-factor
Scalable to other frequencies
© TriQuint
Semiconductor, Inc.
32
Financial Highlights
© TriQuint
Semiconductor, Inc.
Improving Operating Model
Non-GAAP Full Year 2013
2014 Guidance (1) Mid-Term Targets
$ in millions
Revenue
Gross Margin % Revenue
Operating Exp. % Revenue
Op. Inc. / (Loss) % Revenue
EPS
$893
33%
$277
31%
$19
2%
$0.09
Q2
$220
37.5%
$69
31%
N/A
$0.07
(180m shrs)
Full Year
Mid-Single
Digit Growth
Avg. Q2-Q4
> 40%
Down
Y/Y
N/A
Exceed Consensus of $0.49 (3)
Target Above
Industry
Growth > 50% Incr.
Margin
< 25%
> 15%
EPS > Sales
Growth
Basis
Filter
Growth
Accretive Mix Cost Reductions
Sales > OpEx Growth
Leverage + Contained
OpEx Share Buyback(2)
Low Tax Rate
Guidance as of 4/23/2014; Q2
guidance represents the mid-point of provided ranges.
17.5M shares repurchased at $5.61 since Q2 2012; current
authorization of $75m as of 2/5/2014.
Consensus as of 1/16/2014; reiterated on 2/5/2014 and 4/23/2014.
© TriQuint Semiconductor, Inc.
34
Improving Gross Margin & Lower OpEx
$20M
of Cost Reductions
$8M annual depreciation related to equipment write-off and $12M annual direct cost
reductions taken in Q4-13
Premium Filter Mix Shift
Replacing $100M of non-strategic foundry & low margin mobile revenue during 2014 with higher margin filters
44 - 45%
Industry Leading Margins
33.2%
FY 2013
30.7%
FY 2012
38%+
FY 2014 Target
+200 bps Cost Reductions
+300 bps Improving Product Mix
We forecast full year earnings to be 5 to 6 times greater than our results in 2013 & we believe further progress is achievable in 2015.
© TriQuint Semiconductor, Inc.
35
Summary
Mobile creates compound, multi-year
growth opportunity
Smartphone penetration & LTE transition drive growth in overall RF content
Crowded spectrum & carrier aggregation demand premium filters
Dense RF integration favors comprehensive solution providers
Networks & Defense add stability & diversification
Long product life cycles
High barriers to entry & healthy margins
Broad portfolio of highly differentiated products
Technology sustains competitive advantage
Proprietary premium filters (BAW & TC-SAW)
Advanced packaging CuFlip & WLP
Industry leading GaAs and GaN processes
Rapid financial improvement
Accretive product mix
(less discrete GaAs products, more filters)
50%+ incremental margin
Earnings to be 5 to 6 times greater than 2013
© TriQuint Semiconductor, Inc.
36
Important Legal Disclosures
Forward-Looking
Statements
This communication contains forward-looking statements, including but not limited to those
regarding the proposed business combination between RF Micro Devices, Inc. (RFMD) and TriQuint Semiconductor, Inc. (TriQuint) (the Business Combination) and the transactions related thereto. These statements may
discuss the anticipated manner, terms and conditions upon which the Business Combination will be consummated, the future performance and trends of the combined businesses, the synergies expected to result from the Business Combination, and similar
statements. Forward-looking statements may contain words such as expect, believe, may, can, should, will, forecast, anticipate, intend or
similar expressions, and include the assumptions that underlie such statements. These statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such
statements, including but not limited to: the ability of the parties to consummate the Business Combination in a timely manner or at all; satisfaction of the conditions precedent to consummation of the Business Combination, including the ability to
secure regulatory approvals in a timely manner or at all, and approval by RFMDs shareholders and TriQuints stockholders; the possibility of litigation (including related to the transaction itself); RFMD and TriQuints ability to
successfully integrate their operations, product lines, technology and employees and realize synergies from the Business Combination; unknown, underestimated or undisclosed commitments or liabilities; the level of demand for the combined
companies products, which is subject to many factors, including uncertain global economic and industry conditions, demand for electronic products and semiconductors, and customers new technology and capacity requirements; RFMDs and
TriQuints ability to (i) develop, deliver and support a broad range of products, expand their markets and develop new markets, (ii) timely align their cost structures with business conditions, and (iii) attract, motivate and
retain key employees; and other risks described in RFMDs and TriQuints Securities and Exchange Commission (SEC) filings. All forward-looking statements are based on managements estimates, projections and assumptions as
of the date hereof. Neither RFMD nor TriQuint undertakes any obligation to update any forward-looking statements.
No Offer or Solicitation
This communication is
for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy 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
Securities Act of 1933, as amended.
© TriQuint Semiconductor, Inc.
37
Important Legal Disclosures
Additional
Information and Where to Find It
In connection with the proposed Business Combination, Rocky Holding, Inc., a
newly-formed holding company under RFMD (HoldCo), has filed with the SEC a Form S-4 (the Registration/Joint Proxy Statement) which includes a registration statement and a preliminary prospectus with respect to HoldCos
shares to be issued in the Business Combination and a preliminary joint proxy statement of TriQuint and RFMD in connection with the Business Combination. This material is not a substitute for the final Registration/Joint Proxy Statement regarding
the proposed Business Combination. The preliminary Registration/Joint Proxy Statement contains, and the final Registration/Joint Proxy Statement will contain, important information about the proposed Business Combination and related matters.
SECURITY HOLDERS ARE URGED AND ADVISED TO READ THE REGISTRATION/JOINT PROXY STATEMENT CAREFULLY. The Registration/Joint Proxy Statement and other relevant materials and any other documents filed by HoldCo, RFMD or TriQuint with the SEC may be
obtained free of charge at the SECs website, at www.sec.gov. In addition, security holders of TriQuint will be able to obtain free copies of the Registration/Joint Proxy Statement from TriQuint by contacting Investor Relations by mail at
TriQuint Semiconductor, Inc., 2300 N.E. Brookwood Parkway, Hillsboro, Oregon 97124, Attn: Investor Relations Department, by telephone at (503) 615-9413, or by going to TriQuints Investor Relations page on its corporate website at
www.triquint.com; and security holders of RFMD will be able to obtain free copies of the Registration/Joint Proxy Statement from RFMD by contacting Investor Relations by mail at RF Micro Devices, Inc., 7628 Thorndike Road Greensboro, North Carolina
27409-9421, Attn: Investor Relations Department, by telephone at (336) 678-7088, or by going to RFMDs Investor Relations page on its corporate web site at www.rfmd.com.
Participants in the Solicitation
RFMD, TriQuint and HoldCo and their respective directors, executive officers and various other members of management and employees may be deemed to be participants in the solicitation of
proxies from RFMDs shareholders in connection with the proposed Business Combination. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of TriQuint or RFMD security holders in
connection with the proposed Business Combination is set forth in the preliminary Registration/Joint Proxy Statement, and will also be set forth in the final Registration/Joint Proxy Statement. Information about TriQuints directors and
executive officers is set forth in TriQuints Annual Report on Form 10-K for the fiscal year ended December 31, 2013, which was filed with the SEC on February 21, 2014, and its Amendment No. 1 to Annual Report on Form 10-K/A,
which was filed with the SEC on April 10, 2014. These documents are available free of charge at the SECs web site at www.sec.gov, and from TriQuint by contacting Investor Relations by mail at TriQuint Semiconductor, Inc., 2300 N.E.
Brookwood Parkway, Hillsboro, Oregon 97124, Attn: Investor Relations Department, by telephone at (503) 615-9413, or by going to TriQuints Investor Relations page on its corporate web site at www.triquint.com. Information about RFMDs
directors and executive officers is set forth in RFMDs Annual Report on Form
10-K for the fiscal year
ended March 29, 2014, which was filed with the SEC on May 21, 2014. These documents are available free of charge at the SECs web site at www.sec.gov, and from RFMD by contacting Investor Relations by mail at RF Micro Devices, Inc.,
7628 Thorndike Road Greensboro, North Carolina 27409-9421, Attn: Investor Relations Department, by telephone at (336) 678-7088, or by going to RFMDs Investor Relations page on its corporate web site at www.rfmd.com. Additional information
regarding the interests of these potential participants in the solicitation of proxies in connection with the proposed Business Combination is included in the preliminary Registration/Joint Proxy Statement and the other relevant documents filed with
the SEC.
© TriQuint Semiconductor, Inc.
38
Backup
© TriQuint Semiconductor, Inc.
Filter Requirements by Geography
SAW TC-SAW BAW
GSM High GSM Low Band 1 Band GPS 6 Band 4 Band 8 Band 17 Band 13 Band 20 Band 26 Band 43 Band 42 Band 3 Band
Band Band 25 Band 2 Band 7 Band 38 Band 40 Band 41
North America 2G 2G GNSS LTE LTE LTE LTE LTE LTE LTE
Europe 2G 2G 3G GNSS 3G LTE LTE LTE LTE LTE
China 2G 2G 3G GNSS LTE LTE LTE
Japan 2G 2G 3G GNSS 3G 3G LTE LTE
India 2G 2G
GNSS LTE
Other Asia 2G 2G 3G GNSS 3G LTE LTE LTE LTE LTE
Wi-Fi Coexist Filter is Required
© TriQuint Semiconductor, Inc.
40
What Makes BAW Filters So Desirable?
BAW
Characteristics
Lower signal loss
Better precision
Noticeable Benefits
Longer battery life
Fewer dropped calls
Optimizes crowded spectrum
Barriers to Entry
Considerable IP Engineering expertise
Manufacturing scale
1700 MHz
5000+ MHz
RF Spectrum
© TriQuint Semiconductor, Inc.
SAW & BAW Technology Comparison
SAW
(Surface Acoustic Wave) Acoustic wave propagates in a lateral direction
Surface Acoustic Wave
Electrical Port
Metal lines
Interdigital Transducer
Piezoelectric substrate (LiTaO3,
)
BAW (Bulk Acoustic Wave) Acoustic wave propagates in a vertical direction
Top electrode
Thin-film piezolayer
Bottom electrode
Stress field of acoustic wave
2 µm thick @
2GHz
Acoustic reflector
Substrate
Covers frequencies up to about 1.9GHz
Suited for frequencies from 1.5GHz to 9GHz
© TriQuint Semiconductor, Inc.
RF Micro Devices (NASDAQ:RFMD)
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