The results of complex legal proceedings are difficult to predict, and could delay or prevent the Transactions from becoming effective in a timely manner. Those shares will instead be converted into the right to receive such consideration as may be determined to be due pursuant to Chapter 13 of the CGCL. In addition, key employees may depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the combined company following the Transactions. Therefore, we urge all Avago shareholders to vote, and we request that you return the enclosed proxy card as soon as possible, vote over the Internet or by telephone, or attend the Avago Court Meeting. As a result, if the aggregate number of shares with respect to which either cash elections or Holdco Ordinary Share elections have been made would otherwise result in payments of cash or shares in excess of the maximum amount of cash or number of Holdco Ordinary Shares available, and a Broadcom shareholder has chosen the consideration election that exceeds the maximum available, such Broadcom shareholder will receive consideration in part in a form that such shareholder did not elect. Risks Relating to Holdco Ordinary Shares.

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Any prorated amount of Holdco Ordinary Shares and cash to be paid in the Broadcom Merger is designed to cause the total amount of cash paid and the total number of Holdco Ordinary Shares issued to the holders of.

Broadcom BCM28155

McGregor following that discussion. Accordingly, the combined company may be the target of securities litigation in the future. Even if demand for the products and solutions of Avago and Broadcom remains constant after the completion of the Transactions, a slow down in the semiconductor industry may create competitive pressures that can degrade pricing levels and reduce revenues of the combined company.

Finance Holdco is a newly-formed, direct subsidiary of Intermediate Holdco. Statement of Operations Data 1: The Election Deadline will not be earlier than 20 business days after the Election Mailing Date, and Avago and Broadcom will jointly publish a press release announcing the Election Deadline at least three business days prior to the Election Deadline. From time to time prior to the closing of the Transactions, decisions may be made with respect to the management and operations of Holdco following the completion of the Transactions, including the selection of additional executive officers of Holdco.


Special Meeting of Broadcom Shareholders.

The obligations of the Avago Parties to consummate the Transactions are also conditioned on the satisfaction or waiver of the following conditions:. The parties filed a draft notification of the Transactions with the European Commission on July 20, and intend to file a formal notification brodcom a later date. There can be no assurance that Avago will be able to secure such debt financing pursuant to the Debt Commitment Letter.

Prior to the completion of the Transactions, there will have been no public market for the Restricted Exchangeable Units. The remaining eight directors will be the current directors of Avago.

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 price 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 the Equity Award Consideration as defined below.

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.

To date, Holdco LP has not conducted any activities other than those incident to its formation, the execution of the Merger Agreement and the taking of certain steps in connection thereto, including the preparation of applicable filings under the U. Holdco currently expects that it will allot and issue approximately , Holdco Ordinary Shares and Restricted Exchangeable Units in connection with the Transactions.

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Are any Broadcom shareholders already committed to vote in favor of the proposals? The limitation of liability conferred under the Cayman Limited Partnerships Act may be ineffective outside broaccom Cayman Islands except to the extent it is given extra-territorial recognition or effect by 3373i laws of other jurisdictions.


Table of Contents advisable and in the best interests of Broadcom and its shareholders and recommends that Broadcom shareholders vote: Material Income Tax Consequences of the Transactions page Listing of Holdco Ordinary Shares page The Holdco Ordinary Shares to be received broadocm Broadcom shareholders in connection with the Transactions will have significantly different rights from the Broadcom Common Shares.

Statement of Operations Data: Some of the directors and executive officers of Avago and Broadcom have interests in the Transactions that may be different from, or in addition to, the interests of Avago shareholders and Broadcom shareholders generally. Thank you for your consideration and continued support.

What are the proposals on which Broadcom shareholders are being asked to vote? The table below sets forth, for the fiscal quarters indicated, quarterly dividends paid per Broadcom Common Share, in U.

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Recommendation by the Avago Board of Directors page Holders of Avago Ordinary Shares. The Exchange Agent will, promptly after the effective time of the Avago Scheme and in any event within five business days after such timemail to each broaddcom of record of Avago Ordinary Shares held in certificated or book entry form whose shares were converted into the right to receive the Avago Scheme Consideration: Morgan provided a preliminary financial review regarding the proposed combination of Broadcom with Company A.

The Scheme of Arrangement. Sales of substantial amounts of Holdco Ordinary Shares in the open market by former shareholders could depress the share price of Holdco. Basic income from continuing operations per share. What is required to complete the Transactions?