SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement under Section 14(d)(4) of the
Securities Exchange Act of 1934
ADVANCED ANALOGIC TECHNOLOGIES INCORPORATED
(Name of Subject Company)
ADVANCED ANALOGIC TECHNOLOGIES INCORPORATED
(Name of Person(s) Filing Statement)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
00752J 10 8
(CUSIP Number of Class of Securities)
Richard K. Williams
President, Chief Executive Officer and Chief Technical Officer
Advanced Analogic Technologies Incorporated
3230 Scott Boulevard
Santa Clara, California 95054
(408) 737-4600
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of the person(s) filing statement)
With copies to:
Mark L. Reinstra, Esq.
Robert T. Ishii, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
| x | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Schedule 14D-9 filing includes the following document relating to the proposed acquisition of Advanced Analogic Technologies Incorporated, a Delaware corporation (“AATI”), by Skyworks Solutions, Inc., a Delaware corporation (“Skyworks”), pursuant to the terms of an Agreement and Plan of Merger dated as of May 26, 2011 and as amended November 30, 2011, by and among Skyworks, PowerCo Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Skyworks, and AATI: presentation made to AATI employees on December 1, 2011.
 AATI
Communications Meeting
December 1, 2011 |
 Agenda
»
Skyworks M&A Update
»
Timeline
»
Skyworks & AATI
2 |
 Acquisition
Update »
SKWS to Acquire AATI For
$5.80
Per Share in Cash (vs. $6.13)
»
Tender Offer to Be Commenced Within Seven Business Days
»
Transaction Expected to Be Completed in January 2012
»
AATI
Has Addressed and Satisfactorily Clarified All Issues
Previously Raised By SKWS
»
The Companies Have Agreed to Voluntarily Dismiss Claims
Asserted Against Each Other in Delaware Chancery Court
»
SKWS and AATI Have Mutually Determined That Respective
Claims Were Insignificant in Light of Overall Value of Transaction
3 |
 Transaction
Timeline 4 |
 Implications
»
Geographic: SKW Has No Northern CA Office
»
Skillset: SKW Has Limited Power Mgt Capability
»
Products: Complementary & Synergistic; No Overlap
»
Customers: Many Common Customers, Many New Opportunities
»
Projects: Continue as We’re Doing Now
»
Integration: Planning Before Close, Activities Start After Close
»
Job Continuity: Will Come From Integration Plan
5
No Change From May’11 Presentation |
 Skyworks HPA
Division Overview 6
Skyworks Nov’11 Company Overview |
 Skyworks View of
Analog Market 7
Skyworks May’11 Company Overview |
 Skyworks Mobile
Customers 8
Skyworks Nov’11 Company Overview |
 Skyworks Annual
Financials 9
Skyworks Nov’11 Company Overview |
 Skyworks
Financials FQ4’11 10
Skyworks Nov’11 Company Overview |
 Conclusion
»
SKWS M&A Will Proceed (And Quickly)
»
AATI is in Better Shape Than 12 Mths Ago
»
SKWS M&A Will Make AATI Stronger
»
We Still Have a Business to Run
»
Stay Focused
»
Look Forward
11 |
 Additional
Information and Where to Find It »
Additional Information and Where to Find It
»
Skyworks
will
file
a
Tender
Offer
Statement
on
Schedule
TO
and
AATI
will
file
a
Solicitation/Recommendation
Statement
on
Schedule
14D-9
with
the
Securities
and
Exchange
Commission
(“SEC”)
in
connection
with
the
amended
merger
agreement
and
tender
offer.
Security
holders
are
advised
to
read
the
Tender
Offer
Statement
and
the
Solicitation/Recommendation
Statement
when
they
are
available
because
they
will
contain
important
information.
Investors
can
obtain
the
Tender
Offer
Statement
when
it
is
filed
by
Skyworks,
the
Solicitation/Recommendation
Statement
when
it
is
filed
by
AATI,
and
other
documents
filed
by
Skyworks
and/or
AATI
for
free
at
the
web
site
of
the
U.S.
Securities
and
Exchange
Commission
at
http://www.sec.gov.
In
addition,
investors
and
security
holders
can
obtain
free
copies
of
the
documents
filed
by
Skyworks
with
the
SEC
from
Skyworks
by
contacting
Skyworks’
Investor
Relations
at
(949)
231-4700
or
by
accessing
Skyworks’
investor
relations
website
at
http://www.skyworksinc.com,
and
free
copies
of
the
documents
filed
by
AATI
with
the
SEC
from
AATI
by
contacting
AATI’s
Investor
Relations
at
The
Blueshirt
Group,
Lisa
Laukkanen,
at
(415)
217-4967
or
by
accessing
Advanced
Analogic
Technologies’
investor
relations
website
at
http://www.analogictech.com.
12 |