UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE TO

(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

Ikanos Communications, Inc.

(Name of Subject Company (Issuer))

King Acquisition Co.

a wholly-owned subsidiary of

Qualcomm Atheros, Inc.

(Parent of Offeror)

An Indirect Wholly-Owned Subsidiary of

QUALCOMM INCORPORATED

(Name of Offerors)

(Names of Filing Persons (identifying status as offeror, issuer or other person))

 

 

Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

45173E204

(CUSIP Number of Class of Securities)

QUALCOMM Incorporated

5775 Morehouse Dr.

San Diego, California 92121-1719

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

 

 

Copies to:

Rama Padmanabhan

Cooley LLP

4401 Eastgate Mall

San Diego, California 92121

(858) 550-6000

 

 

CALCULATION OF FILING FEE

 

Transaction Valuation   Amount of Filing Fee
Not applicable*   Not applicable*
 
* A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.

 

¨  Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

Amount Previously Paid: N/A      Filing Party: N/A
Form of Registration No.: N/A      Date Filed: N/A

 

x  Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

  x  third-party tender offer subject to Rule 14d-1.
  ¨  issuer tender offer subject to Rule 13e-4.
  ¨  going-private transaction subject to Rule 13e-3.
  ¨  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer.  ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 

  ¨  Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
  ¨  Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

 

 


This filing relates solely to preliminary communications made before the commencement of a tender offer by King Acquisition Co., a Delaware corporation (“Offeror”), and wholly-owned subsidiary of Qualcomm Atheros, Inc., a Delaware corporation (“Parent”), for all of the outstanding common stock of Ikanos Communications, Inc., a Delaware corporation (“Ikanos”), to be commenced pursuant to the Agreement and Plan of Merger, dated as of August 5, 2015, among Parent, Offeror and Ikanos.

 

Exhibit

Number

  

Description

99.1   

Parent slide presentation to employees of Ikanos



1
Introduction to
Qualcomm
August 2015
Rahul Patel, SVP and GM, Connectivity
Qualcomm Technologies, Inc.
Exhibit 99.1


2
About the Tender Offer
THIS COMMUNICATION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR THE
SOLICITATION OF AN OFFER TO SELL ANY SHARES OF IKANOS COMMON STOCK. THE TENDER OFFER
DESCRIBED IN THIS DOCUMENT HAS NOT YET COMMENCED.
At the time the offer is commenced, a subsidiary of Qualcomm Atheros, Inc. will file a Tender Offer Statement on Schedule
TO with the United States Securities and Exchange Commission (“SEC”), and Ikanos will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer.
The Offer to Purchase, the related Letter of Transmittal and certain other offer documents, as well as the
Solicitation/Recommendation Statement, will be made available to all stockholders of Ikanos at no expense to them. The
Tender Offer Statement and the Solicitation/Recommendation Statement will be available without charge at the SEC’s web
site, at http://www.sec.gov. Free copies of these materials and certain other offering documents will be sent to Ikanos’
stockholders by the information agent for the offer.
IKANOS STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER MATERIALS
(INCLUDING THE OFFER TO PURCHASE, RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER
DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT, INCLUDING ALL AMENDMENTS TO
THOSE MATERIALS. SUCH DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION, WHICH SHOULD BE READ
CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER.


3
Safe Harbor
This communication contains forward-looking statements. Any statements contained herein which do not
describe historical facts, including but not limited to, statements regarding: the proposed transaction
between Qualcomm Atheros and Ikanos; the expected timetable for completing the transaction; strategic
and other potential benefits of the transaction; estimated shipments of non-handset connected devices;
and any other statements about Qualcomm’s or Ikanos’ managements’ future expectations, beliefs, goals,
plans, or prospects, are forward-looking statements which involve risks and uncertainties that could cause
actual results to differ materially from those discussed in such forward-looking statements. Such risks and
uncertainties include: the possibility that certain closing conditions to the transaction will not be satisfied;
that required regulatory approvals for the transaction may not be obtained in a timely manner, if at all; the
ability to timely consummate the transaction and possibility that the transaction will not be completed; the
ability of Qualcomm Atheros to successfully integrate Ikanos’ operations and employees; the anticipated
benefits of the transaction may not be realized; and those additional factors discussed in Qualcomm’s and
Ikanos’ most recent Quarterly and Annual Reports on Forms 10-Q and 10-K filed with the Securities and
Exchange Commission. Investors are urged not to place undue reliance on these forward-looking
statements,
which
speak
only
as
of
the
date
of
this
communication.
Qualcomm
and
Ikanos
undertake
no
obligation to revise or update any forward-looking statements in order to reflect any event or circumstance
that may arise after the date of this communication.


4
non-handset connected
devices unit shipments
estimate in 2018
Automotive  |  Internet of things  |  Mobile computing  |   Networking
Significant
growth opportunity
at the edge of the Internet
5B+
(1) Addressable opportunity for AP, WWAN, Wi-Fi, BT and PLC in the listed adjacent segments
Source: TAM based on a combination of 3rd party and internal estimates as of April 22, 2015
1


5
Smarthome
platform vision
More high-quality content
moving throughout the home
Media & Broadband
Expanding cloud-based
services delivered by
utilities and operators
Apps & Services
Monitoring and controlling
systems and devices
Home Management
Connecting devices and
sensors for health and
fitness
Life Management
Smarthome
Platform
Supports more devices
Centralizes intelligence
Conduit between home & service providers


6
Our opportunity
Enables complete and integrated hardware and software solutions for carrier
customers
Builds on Qualcomm Atheros’ leadership in Wi-Fi, small cell, Ethernet and  PLC
technologies
Extends our strategy for IoE and small cell
Accelerating leadership in the
multi-mode smart home gateway


7
QCT: Our semiconductor business
Internet of things
Connectivity &
Networking
Smartphones
Computing
Automotive
Business streams


8
QCT’s Connectivity & Networking business
Switches, Routers,
Gateways, PLC, Consumer
Smartphones, Tablets, PCs, AIOs
MCL
Mobile, Computing,
Location
Mobile & Computing
Location & GNSS
WIN
Wired/Wireless
Infrastructure & Networking
Connected Home
Networking &
Infrastructure


9
Wi-Fi (11ac,
11n)
Bluetooth
Location
GNSS
FM
Powerline
Ethernet
Network
Processor
Wi-Fi (11ad)
3G/LTE


10
WIN business
overview
Wired and Wireless Infrastructure and Networking
Connected Home
Carrier
Enterprise
Complete Platform
Solution
(Wi-Fi, Bluetooth, PLC,
Ethernet, CPU/NPU,
RFFE)
Complete Platform Solution
(Wi-Fi, Ethernet, PLC,
CPU/NPU, RFFE)
Connectivity
(Wi-Fi, PLC,
Ethernet)


11
Combining our strengths
Technology
migration
Drive faster adoption to G.fast
using Qualcomm’s
carrier relationships
Tighter carrier grade platform integration model
with Vx17x/Vx18x/Vx5xx + Wi-Fi + Ethernet
Complete
solutions
Build on the synergies between inSIGHT™ and
Qualcomm® StreamBoost™ to create a credible QoS
and analytics offering for remote management,
diagnostics, traffic analysis
Carrier-grade
software
Modem
IP
integration,
cost
reduction
and
optimized
BOM
Accelerated
roadmap
Qualcomm® StreamBoost™ is a product of Qualcomm Atheros, Inc.


12
Next steps
Integration
planning
Functional
integration teams
established
Employee
discussions begin
August 17
Acquisition
process & timing
Regulatory
clearances required
in non-US
jurisdictions
Expect to close by
end of CY15
Getting to know
Qualcomm
Presentations from
our team
Acquisition and
integration website


13
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