View:

Download DOC

Download PDF

Download XLS

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

MINDSPEED TECHNOLOGIES, INC.

(Name of Subject Company)

MICRO MERGER SUB, INC.

(Offeror)

M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC.

(Parent of Offeror)

(Names of Filing Persons)

COMMON STOCK, $0.01 PAR VALUE

(Title of Class of Securities)

602682205

(CUSIP Number of Class of Securities)

John Croteau

President and Chief Executive Officer

M/A-COM Technology Solutions Holdings, Inc.

100 Chelmsford Street

Lowell, Massachusetts 01851

(978) 656-2500

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

With a copy to:

Jason Day

Jeffery A. Beuche

Perkins Coie LLP

1900 Sixteenth Street, Suite 1400

Denver, Colorado 80202

(303) 291-2300

CALCULATION OF FILING FEE

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

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:

This filing relates solely to preliminary communications made before the commencement of a tender offer (the “Offer”) by Micro Merger Sub, Inc., a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of M/A-COM Technology Solutions Holdings, Inc., a Delaware corporation (“MACOM”), to purchase all of the shares of common stock, par value $0.01 per share (the “Shares”), of Mindspeed Technologies, Inc., a Delaware corporation (“Mindspeed”), that are issued and outstanding at a price of $5.05 per Share, net to the seller in cash, without interest, less any applicable withholding taxes (the “Offer Price”), pursuant to an Agreement and Plan of Merger, dated as of November 5, 2013, by and among Purchaser, MACOM, and Mindspeed.

ADDITIONAL INFORMATION

The tender offer for the outstanding shares of common stock of Mindspeed described in these communications has not yet commenced. These communications are not an offer to purchase any shares of Mindspeed or a solicitation of an offer to sell securities. At the time the tender offer is commenced, MACOM and Purchaser will file a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, with the Securities and Exchange Commission (“SEC”), and Mindspeed will file a solicitation/recommendation statement on Schedule 14D-9 with the SEC. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Such materials will be made available to Mindspeed stockholders at no expense to them. In addition, such materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC’s website at www.sec.gov.

EXHIBIT INDEX

MACOM CEO Presentation to Mindspeed Employees November 6, 2013 Exhibit 99.1

2 Forward-Looking Statement Safe Harbor and Use of Non-GAAP Financial Measures This presentation contains forward-looking statements based on management’s beliefs and assumptions and on information currently available to our management.  Forward-looking statements include, among others, statements concerning the Mindspeed transaction, including those regarding the potential date of closing of the acquisition, and any potential benefits and synergies, strategic plans, divestitures, restructuring, cost savings, accretion, and financial and business expectations associated with the acquisition, as well as any other statements regarding our plans, beliefs or expectations regarding the transaction or its future business or financial results. Forward-looking statements include all statements that are not historical facts and generally may be identified by terms such as "anticipates," "believes," "could," "estimates," "expects," "intends," "may," "plans," "potential,” "predicts," "projects," "seeks," "should," "will," "would" or similar expressions and the negatives of those terms. Our forward-looking statements are subject to assumptions, risks and uncertainties, and are not guarantees of future results. Actual results may differ materially from the outcomes stated or implied by our forward-looking statements based on any assumptions and risk factors we may mention today or otherwise, including the factors set forth in the press release we issued today related to the Mindspeed acquisition, our Quarterly Report on Form 10-Q filed with the SEC on August 5, 2013, and other information we file with the SEC, which are publicly-available on the SEC's EDGAR database located at www.sec.gov. We undertake no obligation to update these statements at a later date. All projections in this presentation were made as of November 5, 2013, are not being updated or reaffirmed as of any later date, and MACOM undertakes no obligation to update them at any future date. We make references in this presentation to certain financial information calculated on a basis other than in accordance with accounting principles generally accepted in the United States (GAAP). These non-GAAP measures are provided to enhance the user’s overall understanding of the MACOM financial information as well as potential impact of the Mindspeed acquisition.  Non-GAAP financial information excludes amortization intangibles, share-based and other non-cash compensation expense, restructuring charges, certain litigation costs, changes in the carrying values of liabilities measured at fair value, contingent consideration, certain other cash costs, other non-cash expenses, earn-out costs, exited leased facility costs and certain income tax items. Management does not believe that the excluded items are reflective of underlying performance. The exclusion of these and other similar items from non-GAAP presentation should not be interpreted as implying that these items are non-recurring, infrequent or unusual. Management believes this non-GAAP financial information provides additional insight into on-going performance and has therefore chosen to provide this information for a more consistent basis of comparison and to help evaluate the results of on-going operations and enable more meaningful period to period comparisons. These non-GAAP measures are provided in addition to, and not as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. Reconciliations between certain GAAP and non-GAAP financial data can be found in our earnings press release issued on November 5, 2013. Our fiscal year end is the Friday closest to September 30th. Fiscal year 2014 will be a 53-week year and the first quarter of fiscal year 2014 will have 14 weeks.

3 Tender Offer Information The tender offer for the outstanding shares of common stock of Mindspeed described in this communication has not yet commenced. This presentation is for informational purposes only and is not an offer to purchase any shares of Mindspeed or a solicitation of an offer to sell securities.  At the time the tender offer is commenced, we will file a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, with the SEC and Mindspeed will file a solicitation/recommendation statement on Schedule 14D-9 with the SEC. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Such materials will be made available to Mindspeed stockholders at no expense to them. In addition, such materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC’s website at www.sec.gov.

4 MACOM Company Snapshot Provider of high-performance analog semiconductor solutions for use in wireless and wireline applications across the RF, microwave & millimeterwave spectrum 1950 1960 1970 1980 1990 2000 2010 2020 GaAs HMIC First product: Magnetron for microwave radar Vacuum tubes Silicon Cobham acquires MACOM AMP acquires MACOM Tyco acquires AMP Microwave Associates founded First high-power PIN diodes, transistors, phase shifters First GaN transistors in plastic, smart pallets First GaAs switch IC for handsets MTSI IPO MTSI Tender Offer For  MSPD GaN power transistors and pallets John Ocampo acquires MTSI $319 million of FY 2013 revenue 6,000+ customers worldwide Global, multi-channel sales strategy 2,700+ products across 37 product lines

5 MACOM’s Fiscal 2013: Financial Results & Model ___________________________ 1. Non-GAAP. See summary of exclusions. 2. Q2 actual includes $0.02 EPS related to CY12 tax credits. Incremental revenue model targets 60% gross margin contribution ($ in millions)

6 MACOM’s Global Presence, Local Touch Facility Facility Design, Assembly, Test Design, Assembly, Test, Fabrication Direct sales, reps & distributors in 135 locations 6 R&D design centers in US, Europe, & Australia COMPANY CONFIDENTIAL Facility Design Facility Assembly, Test Facility Sales, Applications, Supply Chain Quality Facility Sales SANTA CLARA LONG BEACH SHANGHAI SYDNEY HSINCHU SHENZHEN

7 MACOM’s Broad Catalog of Specialized Products 1 MHz Radio Frequency 6 GHz Microwave 20 GHz 110 GHz Millimeter Wave Industrial Broad- band Wireless Data, Toll Tags GPS, Avionic, Radar Cellular DVB, Satellite Radio WiMAX, WLAN, Access Points Test Equipment Microwave Radio Links DBS, Industrial Imaging Satellite Payload Communications Industrial VSAT Millimeter Wave Radio Links UAV Datalink SATCOM Terminal Communication Tracking and Jamming Adaptive Cruise Control Scientific Imaging and Measurement Radar Communications Broadcast Sticky, value-added technologies Advanced RF, µW and mmW engineering competencies Long product lifecycles Serving a Broad Frequency Spectrum

8 MACOM’s Large and Diverse End Markets Driven by cloud computing, streaming video and mobile Internet devices Servicing transition from GaAs to GaN technologies Demand for improved situational awareness on the modern battlefield Advanced driver assistance for navigation, fuel efficiency and reduced emissions ___________________________ Note:  Percentage of  MACOM revenue for FY Q4’13. Networks – 26% A&D – 28% Multi-market – 21% Automotive – 25%

9 Mindspeed Diversifies MACOM’s End Market Exposure ___________________________ 1. Non-GAAP. Excludes Mindspeed Wireless business and non-recurring revenue related to sales of intellectual property.  $83.7 million (Quarter ended 9/27/13) $115.7 million (1) (Quarter ended 9/27/13) • CPE • HPA • VoIP • MACOM – Opto • WAN +

10 Enterprise – Mindspeed’s Core Strength 100G networks in enterprise equipment Low-latency mega data centers 3G and 4K video broadcast Enterprise IP PBX Products Customers Market Segments Applications Lowest Latency Crosspoint Switches Integrated Optical PMDs Low Power Equalizers & Signal Conditioners Optical  Module Switch Card Backplane Line Card System Chassis

11 Mindspeed increases SAM in 100G from ~$100M to ~$150M in 2015 Adds SiGe product portfolio, moving MACOM from long haul to <10km networks Portfolio includes Modulator Drivers, TIAs and CDR for 100G Ethernet – fastest growing segment within 100G – estimated 80% CAGR from 2013-2018¹ Increases Addressable Market Mindspeed and MACOM to be Positioned as a Clear Leader in 100G Physical Media Devices Enhances MACOM’s ability to capture more content per BOM – Integrated quad modulator Driver + CDR – Lowest power Quad CDR – Quad channel 100G TIA Complete Front-End Portfolio Adds SiGe to MACOM’s InP/GaAs capability Multi Technology Capability 1 2 3 ___________________________ 1. Source: Ovum, August, 2013 InP/GaAs SiGe +

12 Combination Strengthens Relationships with Market Leaders and Expands Customer Base

13 Mindspeed Opens Asia Pacific Opportunities for Share Expansion ___________________________ Note:  Geographic revenue based on the quarter ended June 28, 2013 for MACOM and Mindspeed. Mindspeed revenue excludes non-recurring revenue related to sales of intellectual property.

Thank you.