EX-99.(A)(5)(C) 8 dex99a5c.htm MICROSEMI CORPORATE PRESENTATION Microsemi Corporate Presentation
Solving the most difficult
system challenges
Copyright ©
2010 Microsemi
Corporation. All rights reserved.
1
Exhibit (a)(5)(c)


Q3 FY10
Enterprise
& Commercial
23%
Aerospace
20%
17%
Security & Defense
40%
Industrial & Alt. Energy
Solving the most difficult system challenges…
…with the world’s most complete technology portfolio
Copyright ©
2010 Microsemi
Corporation. All rights reserved.
2


A Model of Managed Growth
Consistently Driving SAM Expansion
2011(E)
2006
2001
Small Signal Transistors
Medium Signal Transistors
Inverters
LDOs
2001 SAM: $500M
2006 SAM: $850M
GaAs Diodes
RF Power Amplifiers
Power Switching
Small Signal Transistors
2011 SAM: $2.3B
Anti-Tamper
Board Level Systems
DC/DC
ICs
Converters
Subsystems
GaAs Diodes
LED Backlighting
SoC
RadHard
MOSFETS
Hybrids
Transistors
Power over Ethernet
WLAN Power Amplifiers
Copyright ©
2010 Microsemi Corporation. All rights reserved.
3


A Model of Managed Growth
Consistently Driving SAM Expansion
2011(E)
2006
2001
Small Signal Transistors
Medium Signal Transistors
Inverters
LDOs
2001 SAM: $500M
2006 SAM: $850M
GaAs Diodes
RF Power Amplifiers
Power Switching
Small Signal Transistors
2011 SAM: $3.1B
Mixed Signal VLSI / FPGA
Anti-Tamper
Board Level Systems
DC/DC
ICs
Converters
Subsystems
GaAs Diodes
LED Backlighting
SoC
RadHard
MOSFETS
Hybrids
Transistors
Power over Ethernet
WLAN Power Amplifiers
Copyright ©
2010 Microsemi Corporation. All rights reserved.
4


Strategic Worldwide Footprint
Bend, Or
Santa Clara, Ca
Folsom, Ca
Garden Grove, Ca
La Mirada, Ca
Irvine, Ca –
Headquarters
Lowell, Ma
Lawrence, Ma
Ennis, Ireland
Bordeaux, France
Shanghai, China
Hod Hasharon, Israel
Manila, Philippines —
NEW!
Copyright ©
2010 Microsemi Corporation. All rights reserved.
5


Security & Defense
Aerospace
Enterprise & Commercial
Industrial
40%
20%
23%
17%
Security & Defense
Homeland Security,
Enterprise Security & Defense
Copyright ©
2010 Microsemi
Corporation. All rights reserved.
6


Aerospace
Aerospace
Aerospace
Enterprise & Commercial
Industrial
Security & Defense
Commercial Air & Satellite
20%
23%
17%
40%
Copyright ©
2010 Microsemi
Corporation. All rights reserved.
7


Industrial
17%
40%
20%
23%
Industrial
Security & Defense
Aerospace
Enterprise & Commercial
Alternative Energy,
Medical & Cap Equipment
Copyright ©
2010 Microsemi
Corporation. All rights reserved.
8


Enterprise & Commercial
Next-Gen LED Lighting, Display
and Networking
23%
17%
40%
20%
Enterprise & Commercial
Industrial
Security & Defense
Aerospace
Enterprise & Commercial
Copyright ©
2010 Microsemi
Corporation. All rights reserved.
9


Copyright ©
2010 Microsemi
Corporation. All rights reserved.
10
10
Market
Alignment
Component, Mixed Signal IC and Subsystem
FPGA, Processor and Mixed Signal SOC
Product
Portfolio
1 + 1 = 3
Scale
Synergy
High Value, High Barrier to Entry Markets
Space, Military and Industrial
The
world’s
most
complete technology
portfolio
Combined SAM $3.1B
A World Class Value Proposition


Copyright ©
2010 Microsemi
Corporation. All rights reserved.
11
11
Questions & Answers


Copyright ©
2010 Microsemi
Corporation. All rights reserved.
12
12
To quote John East:
“The acquisition of Actel
by Microsemi
creates a powerful
combination. I can think of no company more
complementary and better equipped to take Actel’s
solutions to new heights.”
Why did management decide to sell the
company?


Copyright ©
2010 Microsemi
Corporation. All rights reserved.
13
13
What happens now and what are the next steps?
Tender offer launched as of today.
Share holders will be able to tender their shares for next
30 days (20 business days)
Target
date
to
close
the
deal
is
Tuesday,
Nov.
2
Once the deal is closed, we’ll start our integration phase
Welcome to Microsemi Meeting on the closing date
Integration Planning
Integration team from Actel
and Microsemi to work together
Leadership
from
MSCC
will
work
closely
with
Actel
Mgmt
nd


Copyright ©
2010 Microsemi
Corporation. All rights reserved.
14
14
What do you want me to do now?
Continue working as you have.  If you are asked to
participate in the business review, share your honest
opinions and knowledge.  Ask any question you have as
soon as you have one.  We all want to make this
combined organization a stronger, better place to work.
Don’t let important questions go unanswered.


Copyright ©
2010 Microsemi
Corporation. All rights reserved.
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15
I have questions, how do I get them answered?
We will do our best to get your questions answered. As this
is a transaction dealing with two public companies, there are
legal restrictions about the information we can communicate.
Please send your questions for collection to Actel
HR:
Barbara
McArthur:
barbara.mcarthur@actel.com
or
(650)318-4565
All questions will be compiled for responses. The Q & As will be
either posted in the public areas or sent to all via email. 
If you have a personal question that would only apply to you as an
individual then someone from HR will respond directly to you.


Copyright ©
2010 Microsemi
Corporation. All rights reserved.
16
16
For Actel
Shareholders
No statement in this presentation is an offer to purchase or a solicitation of
an offer to sell securities. Microsemi
and Artful Acquisition Crop. intend to
file
a
tender
offer
statement
on
Schedule
TO
with
the
Securities
and
Exchange Commission, and Actel
also intends to file a solicitation/
recommendation statement on Schedule 14D-9, with respect to the tender
offer described herein. Any offers to purchase or solicitations of offers to
sell will be made only pursuant to such tender offer statement. The tender
offer statement (including an offer to purchase, a related letter of transmittal
and other offer documents) and the related solicitation/recommendation
statement will contain important information, including the various terms of,
and conditions to, the tender offer, that should be read carefully by Actel’s
shareholders before they make any decision with respect to the tender
offer. Such materials, when prepared and ready for release, will
be made
available to Actel’s
shareholders at no expense to them. In addition, at such
time such materials (and all other offer documents filed with the SEC) will
be available at no charge on the SEC’s
Web site: www.sec.gov
and may
also
be
obtained
by
directing
a
request
to
Georgeson
Inc.,
199 Water
Street,
26th
Floor,
New
York,
NY
10038,
(866)
729-6799,
or
Georgeson
Securities Corporation, 199 Water Street, 26th Floor, New York, NY 10038,
(800) 445-1790.


Copyright ©
2010 Microsemi
Corporation. All rights reserved.
17
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We look forward to working with you.
Thank you!