EX-99.7 10 d271974dex997.htm EMPLOYEE SLIDE PRESENTATION Employee Slide Presentation
Lam Research and Novellus Systems
All Hands Meeting
December 15-16, 2011
Lam Research Confidential
Filed by Lam Research Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Novellus Systems, Inc.
Commission File No.:  000-17157
Exhibit 99.7


Lam Research Confidential
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2
(v7)
A Transformative Transaction
Lam Research and Novellus Systems have signed an agreement to combine the
two companies
The new company will be called Lam Research. The NASDAQ symbol is:  LRCX
The $3.3 billion, all-stock deal is expected to close in Q2 of CY2012
This is a game-changing move for both companies; together we can bring value to
our customers, employees, shareholders that we couldn’t have done independently
This
is
great
news,
and
we
are
excited
about
what
this
will
mean
for
our
companies
and our shareholders


Lam Research Confidential
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3
(v7)
Compelling Strategic Rationale
Complementary products and technology
Accelerating the pace of innovation
Superior ability to meet customer requirements
Enhanced revenue growth
Significant operational synergies


Lam Research Confidential
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-
4
(v7)
Lam + Novellus = A Powerful Combination
Novellus is a $1.5 billion leader in deposition and surface preparation technologies
Novellus’
strengths complement Lam’s expertise in etch and single-wafer clean
Together we will grow revenue faster by:
Advancing technical benefits from owning adjacent technologies
Optimizing collective development of next-generation tools
Further develop complementary customer relationships
Increased
scale
enables
more
comprehensive
support
tailored
to
customers’
needs
Combined management strength can grow the company to new heights
Combined company = $4.6 billion in revenue


Lam Research Confidential
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(v7)
Spares &
Services
Etch
Surface
Preparation
Deposition
Industrial 
Applications
Complementary Product Leadership
Note:  CVD: chemical vapor deposition; Cu ECD:  copper electrochemical deposition; WCVD: tungsten chemical vapor deposition.
Source:  Leadership positions based on Gartner Dataquest and company data specific to 2010 shares; WFE percentages based on Gartner Dataquest and company data.
Leadership
Position in
Emerging
Markets
#1 in Etch
#1 in Cu ECD
#1 in WCVD
#2 in PECVD
Customer -
Recognized
for Supplier
Leadership
#2 in Dry Strip
#2 in Clean
12% -
14%
of WFE
5% -
6%
of WFE
12% -
14%
of WFE
Expect to serve ~32% of total wafer fab equipment market


Lam Research Confidential
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(v7)
Enhanced Financial Profile
Enhanced
Revenue Growth
Technical benefits from owning adjacent technologies
Collectively optimize and accelerate development of next-generation tools
Further develop deep and complementary customer relationships
Cost Synergies
Annualized cost savings of ~$100 million by CQ4 2013
Significant supplier and operating expense synergies
Balance Sheet
Strong balance sheet to pursue strategic plans and enable significant a
$1.6 billion share repurchase
~$3.1
billion
gross
cash;
~$1.7
billion
debt
1
EPS Accretion
Accretive within 12 months following transaction close
1
Pro forma as of quarter ended September 2011.  Debt stated at maturity value.
Multiple value creation levers


Lam Research Confidential
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(v7)
The Right Time –
the Right Combination
IC device complexity is growing
Semiconductor device roadmap facing steep technology and cost challenges
Increases the importance for customers to partner with strong suppliers
Opportunities for equipment suppliers are growing
Long-term demand being driven by mobility and cloud computing trends
Chipmakers require strategic vendors who can address technical hurdles
Right combination for future growth opportunities
Combined company able to deliver solutions neither could offer independently
Increased scale enables even more comprehensive support capabilities tailored to
customers’
needs
Technical adjacencies support rapid development of leading-edge process solutions
Efficiently & effectively develop solutions for next-generation technology including 450 mm
Management depth and breadth capable of accomplishing combined goals


Lam Research Confidential
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(v7)
The Right Fit –
Our Cultures
Both companies have roots in Silicon Valley
Headquartered in Fremont and San Jose with operations in many of
the same locations
Our customer structures are essentially the same
Our respective customer strengths will be beneficial across all product lines
Our employees share similar values and a spirit of innovation
The senior leadership will be drawn from both companies
Martin Anstice will be the President and CEO
Tim Archer will be the COO
Ernie Maddock will be the CFO


Lam Research Confidential
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(v7)
Initial Observations About Combining the Companies
Cultures are very compatible
Approach to managing the business is very similar
Fundamental organizational structures are essentially the same
Challenge facing us is to create a highly effective new organization while
realizing committed synergies
We will be methodical, thoughtful, and fair about decisions relating to
organizational change


Lam Research Confidential
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(v7)
Next Steps
Strong cultural fit
Geographic proximity
Integrating management team
Integrating Board of Directors
Integration team from both companies
Focus on value creation from revenue
growth and organizational efficiencies
Areas of revenue and cost synergy
opportunities identified
Planning for Success
One Team
Preparing for an efficient and successful integration


Lam Research Confidential
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(v7)
What Does This Mean for Me Now?
“Business as usual”
until the transaction closes
Stay focused on your day-to-day goals
Ongoing organizational structure and business processes will continue
2012 PM&D and comp focal processes will continue as planned
2012 AOP process has been rescheduled; further information to come this week
There is no change to existing OLT roles and responsibilities until further notice
Do not communicate with Novellus employees unless authorized by your
OLT or Regional executive
We will share further information about integration as it becomes available


Lam Research Confidential
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(v7)
Where Can I Find More Information?
A link to resources for employees can be found on Lam’s intranet site under
the icon:  Lam & Novellus Merger
Employee memo
Employee FAQs
Video of Directors And Above meeting (by end of day Thursday)
This is a big event for us and open and clear communications is very important.
For
this
reason,
a
SharePoint
site
has
been
specifically
created
to
address
employee
questions and/or comments
Post on the SharePoint site, not on the Employee Forum


Lam Research Confidential
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(v7)
In Closing
2011 has been a great year for Lam Research
Your passion for the products Lam manufactures, markets, and sells and your
commitment
to
our
customers’
success
are
key
reasons
why
the
Company
accomplishes so much year after year
The
character
and
achievements
of
our
people
make
Lam
Research
a
great
company
and I have tremendous confidence that Lam will continue to succeed as a great
company far into the future
Relax and enjoy the holiday season with your family and friends



Lam Research Confidential
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How to Find Further Information
This communication does not constitute an offer to sell or the solicitation of an offer to buy any
securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. In connection with the proposed merger, Lam intends
to file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of Lam
and Novellus that also constitutes a prospectus of Lam. Lam and Novellus will furnish the joint proxy
statement/prospectus and other relevant documents to their respective security holders in connection
with the proposed merger of Lam and Novellus. BEFORE MAKING ANY VOTING OR INVESTMENT
DECISION, WE URGE SECURITY HOLDERS AND INVESTORS TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND
OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOM
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT LAM AND NOVELLUS
AND THE PROPOSED MERGER. The proposals for the merger will be made solely through the joint proxy
statement/prospectus. In addition, a copy of the joint proxy statement/prospectus (when it becomes
available) may be obtained free of charge from Lam Research Corporation, Investor Relations, 4650
Cushing Parkway, Fremont, CA 94538-6401, or from Novellus, Investor Relations, 4000 North First Street,
San Jose, CA 95134. Security holders will be able to obtain, free of charge, copies of the joint proxy
statement/prospectus and S-4 Registration Statement and any other documents filed by Lam or Novellus
with the SEC in connection with the proposed Merger at the SEC’s website at http://www.sec.gov, and at
the companies’ websites at www.lamresearch.com and www.novellus.com, respectively.


Lam Research Confidential
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(v7)
Cautions Regarding Forward-Looking Statements
This announcement contains, or may contain, “forward-looking statements”
concerning Lam and Novellus (together such companies and their
subsidiaries being the “Merged Company”), which are subject to the safe harbor provisions created by the Private Securities Litigation Reform
Act of 1995. Generally, the words “believe,”
“anticipate,”
“expect,”
“may,”
“should,”
“could,”
and other future-oriented terms identify forward-
looking statements. Forward-looking statements include, but are not limited to, statements relating to the following: (i) the expected benefits of
the Merger and the repurchase program, the expected accretive effect of the Merger and the repurchase program on the Merged Company’s
financial results, expected cost, revenue, technology and other synergies, the expected impact for customers, employees and end-users, future
capital
expenditures,
expenses,
revenues,
earnings,
economic
performance,
financial
condition,
losses
and
future
prospects;
(ii)
business
and
management
strategies
and
the
expansion
and
growth
of
Lam’s
or
Novellus’
operations;
(iii)
the
effects
of
government
regulation
on
Lam’s,
Novellus’
or the Merged Company’s business; (iv) future industry developments and trends; (v) the anticipated timing of shareholder meetings
and completion of the proposed merger and the repurchase program; and (vii) assumptions underlying any of the foregoing statements.
These forward-looking statements are based upon the current beliefs and expectations of the management of Lam and Novellus and involve risks
and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks
and uncertainties relate to factors that are beyond Lam’s and Novellus’
ability to control or estimate precisely and include, without limitation: the
ability to obtain governmental or stockholder approvals of the Merger or to satisfy other conditions to the Merger on the proposed terms and
timeframe; the possibility that the Merger does not close when expected or at all, or that the companies may be required to modify aspects of the
Merger to achieve regulatory approval; the ability to realize the expected synergies or other benefits from the transaction in the amounts or in the
timeframe anticipated; the potential harm to customer, supplier,
employee and other relationships caused by the announcement or closing of the
Merger; the ability to integrate Novellus’
and Lam’s businesses in a timely and cost-efficient manner; uncertainties in the global economy and
credit markets; unanticipated trends with respect to the cyclicality of the semiconductor industry; and rates of change in, future shipments,
margins, market share, capital expenditures, revenue and operating expenses generally; volatility in quarterly results and in the stock price of the
Merged Company; customer requirements and the ability to satisfy
those requirements; customer capital spending and their demand for the
Merged Company’s products; the ability to defend the Merged Company’s market share and to gain new market share; anticipated growth in the
industry and the total market for wafer-fabrication and support equipment and the Merged Company’s growth relative to such growth; levels of
research and development (“R&D”) expenditures; the estimates made, and the accruals recorded, in order to implement critical accounting
policies (including but not limited to the adequacy of prior tax
payments, future tax liabilities and the adequacy of the Merged
Company’s
accruals relating to them); access to capital markets; the ability to manage and grow the Merged Company’s cash position;
(continued on next page)


Lam Research Confidential
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(v7)
Cautions Regarding Forward-Looking Statements
(continued from prior page)  the sufficiency of the Merged Company’s financial resources to support future business activities (including but not
limited to the repurchase program, operations, investments, debt
service requirements and capital expenditures); inventory levels and inventory
valuation adjustments; the impact of legal proceedings; unexpected shipment delays which adversely impact shipment volumes; inaccuracies
related to the timing and satisfaction of remaining obligations related to vacated leases; the inability to recover the amortized cost of investments
in auction-rate securities, market changes negatively affecting auction-rate securities and the government’s inability to guarantee the underlying
securities; the inability to enforce the Merged Company’s patents and protect its trade secrets; and other risks and uncertainties, including those
detailed from time to time in Lam’s and Novellus’
periodic reports (whether under the caption Risk Factors or Forward Looking Statements or
elsewhere).  Neither Lam nor Novellus can give any assurance that such forward-looking statements will prove to have been correct. The reader
is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this announcement. Neither
Lam nor Novellus nor any other person undertakes any obligation to update or revise publicly any of the forward-looking statements set out
herein,
whether
as
a
result
of
new
information,
future
events
or
otherwise,
except
to
the
extent
legally
required.
Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of Lam, Novellus, or the
Merged Company, following the implementation of the Merger or otherwise. No statement in this announcement should be interpreted
to mean
that the earnings per share, profits, margins or cash flows of Lam or the Merged Company for the current or future financial years would
necessarily match or exceed the historical published figures.


Lam Research Confidential
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(v7)
Participants in the Solicitation
The directors and executive officers of Novellus and Lam may be deemed to be participants in the
solicitation of proxies in connection with the approval of the proposed transaction. Lam plans to file 
the registration statement that includes the joint proxy statement/prospectus with the SEC in
connection with the solicitation of proxies to approve the proposed transaction.  Information regarding
Lam’s directors and executive officers and their respective interests in Lam by security holdings or
otherwise is available in its Annual Report on Form 10-K filed with the SEC on August 19, 2011 and its
Proxy Statement on Schedule 14A filed with the SEC on September 19, 2011.  Information regarding
Novellus’ directors and executive officers and their respective interests in Novellus by security
holdings or otherwise is available in its Annual Report on Form 10-K filed with the SEC on February 25,
2011 and its Proxy Statement on Schedule 14A filed with the SEC on April 8, 2011.  Additional
information regarding the interests of such potential participants is or will be included in the joint proxy
statement/prospectus and registration statement, and other relevant materials to be filed with the SEC,
when they become available, including in connection with the solicitation of proxies to approve the
proposed transaction and to elect directors.