Incorporation of Certain Documents by Reference. Avago shareholders and Broadcom shareholders should be aware of these interests when they consider the recommendations of the respective boards of directors of Avago and Broadcom with respect to the Transactions. Net income loss per share. Historically, the semiconductor industry has been highly cyclical with recurring periods of diminished product demand. These legal requirements may impede or delay a takeover of Holdco by a third-party, which could adversely affect the value of Holdco Ordinary Shares and Restricted Exchangeable Units. As such, any profits from the disposal of the Broadcom Common Shares would not ordinarily be taxable in Singapore. Avago may also access other financing sources, such as senior notes or convertible notes, or use cash on hand, as an alternative to or to supplement the above sources.

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When do Avago and Broadcom expect to complete the Transactions? On the other hand, if the profits from the disposal of Broadcom Common Shares are broadocm to be of an income nature which could be the case if, for instance, the gains arise from the carrying on of a trade or business in Singaporethe disposal profits would be taxable as income rather than capital gains. The table below sets forth, for the fiscal quarters hroadcom, quarterly dividends paid per Broadcom Common Share, in U.

Therefore, no assurance can be provided that the IRS will agree with the conclusions in such opinion. If the Transactions are not completed, the ongoing businesses of either or both of Avago and Broadcom may be adversely affected.

Opinion of Financial Advisor to Avago page At the effective time of the Broadcom Merger, each outstanding and vested Broadcom stock option will be cancelled and the holder thereof will be entitled to receive an amount in cash equal to the positive difference, if any, calculated by subtracting the aggregate exercise of such option from the product of the number of vested shares subject to such option immediately prior to the effective time of the Broadcom Merger multiplied by Equity Award Consideration.

Opinion of Deutsche Bank Securities Inc. Claims of intellectual property infringement also might require the combined company to enter into costly royalty or license agreements. These factors could also make it more difficult for us to attract and retain qualified 373j of the Holdco board of directors, particularly to serve on committees of the Holdco board of directors, and qualified executive officers.


Avago, Broadcom and members of their respective board of directors are currently and may in the future be parties, among others, to various claims and litigation related broadcm the Merger Agreement and briadcom Transactions, including putative shareholder class actions.

Holders brladcom Broadcom Common Shares.

Each sub-depositor need not vote the Avago Ordinary Shares registered in its name in the same way. Table of Contents except in the event of a vote on a proposed amendment to the articles of association of Holdco which would adversely affect the voting rights attached to the Special Voting Shares, the Trustee shall exercise such voting rights for or against such proposed amendment based on instructions from the holders of the Restricted Exchangeable Units.

The actual allocation of the consideration transferred may differ from the allocation assumed in the unaudited pro forma condensed consolidated financial statements and may result in adjustments to the unaudited pro forma condensed consolidated financial information.

Holdco will remain the sole general partner of Holdco LP and will own a majority interest in Holdco LP based on voting power and value. In addition, the selected pro forma data do not purport to project the future financial position or operating results of the combined company. The per share exercise price of such Holdco share options will be the same as the per share exercise price of the related Avago share option as of immediately prior to the effective time of the Avago Scheme.

Pursuant to the Support Agreements, such shareholders, in their capacities as shareholders of Broadcom, agreed to vote their Broadcom Common Shares at the Broadcom Special Meeting: For a summary of the material U. Information About the Companies.

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The Merger Agreement contains a number of conditions that must be fulfilled to complete the Transactions. The ability of Holdco, in its sole discretion as the general partner of Holdco LP, to cause Holdco LP to repurchase Restricted Exchangeable Units for cash could result in, among other things, tax consequences that differ from those that would have resulted if the holder of such Restricted Exchangeable Units had received Holdco Ordinary Shares.


If you transfer Broadcom Common Shares after the Broadcom Record Date but before the Broadcom Special Meeting, you will retain subject to any arrangements made with the purchaser of your shares your right to vote at the Broadcom Special Meeting. In broafcom past, securities class action litigation often has been brought against a company following periods of volatility in the trading price of its securities.

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An active trading market for the Restricted Exchangeable Units is not expected to develop. Both Avago and Broadcom operate in the European Union.

Similarly, investors may be unable broadcomm enforce judgments obtained in U. The obligation to vote in favor of the Broadcom Merger Proposal and the Adjournment Proposal will terminate automatically upon termination of the Merger Agreement and certain other events.

The Broadcom board of directors has not made any recommendation with respect to whether a Broadcom shareholder should make a Unit election.

Singapore law may impede a takeover of Holdco by a third-party. Questions and Answers About the Transactions and the Meetings.

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The remaining eight directors will be the current directors of Avago. Goodwill and purchased intangible assets. Similarly, Broadcom shareholders currently have the right to vote on the election of the board of directors of Broadcom and on other matters affecting Broadcom.

Because Avago shareholders and Broadcom shareholders entitled to receive Holdco Ordinary Shares will receive a fixed number of such shares for each Avago Ordinary Share or Broadcom Common Share they hold subject to, in the case of Broadcom Common Shares, the proration provisions of the Merger Agreementregardless of any changes in market value of Avago Ordinary Bdoadcom or Broadcom Common Shares before the completion of the Transactions, Avago shareholders and Broadcom shareholders cannot be sure of the market value of the Holdco Ordinary Shares they will receive.