425 1 d737470d425.htm 425 425

Filed by TriQuint Semiconductor, Inc.

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: RF Micro Devices, Inc.

Commission File No.: 000-22511

Date: June 3, 2014

 

LOGO

 

Filed by TriQuint Semiconductor, Inc.

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: RF Micro Devices, Inc.

Commission File No.: 000-22511

Date: June 3, 2014

Company Presentation

June 2014


LOGO

 

Safe Harbor

Forward Looking Statements

This presentation contains forward-looking statements made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements regarding strong growth in mobile demand and RF content growth; and statements under “Outlook” regarding TriQuint’s anticipated fourth quarter revenues, non-GAAP gross margin and diluted earnings per share for the fourth quarter and our bookings to anticipated revenue. These forward-looking statements are statements of management’s opinion and are subject to various assumptions, risks, uncertainties and changes in circumstances. Actual results may vary materially from those expressed or implied in the statements herein or from historical results, due to changes in economic, business, competitive, technological and/or regulatory factors. More detailed information about risk factors that may affect actual results are set forth in TriQuint’s reports on Form 10-K and 10-Q and other filings with the Securities and Exchange Commission. These reports can be accessed at the SEC web site, www.sec.gov. Except as required by law, TriQuint undertakes no obligation to revise or publicly release the results of any revision to these forward-looking statements.

This communication contains forward-looking statements, including but not limited to those regarding the proposed business combination between RF Micro Devices, Inc. (“RFMD”) and TriQuint Semiconductor, Inc. (“TriQuint”) (the “Business Combination”) and the transactions related thereto. These statements may discuss the anticipated manner, terms and conditions upon which the Business Combination will be consummated, the future performance and trends of the combined businesses, the synergies expected to result from the Business Combination, and similar statements. Forward-looking statements may contain words such as “expect,” “believe,” “may,” “can,” “should,” “will,” “forecast,” “anticipate” or similar expressions, and include the assumptions that underlie such statements. These statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including but not limited to: the ability of the parties to consummate the Business Combination in a timely manner or at all; satisfaction of the conditions precedent to consummation of the Business Combination, including the ability to secure regulatory approvals in a timely manner or at all, and approval by RFMD’s shareholders and TriQuint’s stockholders; the possibility of litigation (including related to the transaction itself); RFMD and TriQuint’s ability to successfully integrate their operations, product lines, technology and employees and realize synergies from the Business Combination; unknown, underestimated or undisclosed commitments or liabilities; the level of demand for the combined companies’ products, which is subject to many factors, including uncertain global economic and industry conditions, demand for electronic products and semiconductors, and customers’ new technology and capacity requirements; RFMD’s and TriQuint’s ability to (i) develop, deliver and support a broad range of products, expand their markets and develop new markets, (ii) timely align their cost structures with business conditions, and (iii) attract, motivate and retain key employees; and other risks described in RFMD’s and TriQuint’s Securities and Exchange Commission (“SEC”) filings. All forward-looking statements are based on management’s estimates, projections and assumptions as of the date hereof. Neither RFMD nor TriQuint undertakes any obligation to update any forward-looking statements.

It is not possible to predict or identify all risk factors and one should not consider the risk factors described in TriQuint’s filings with the Securities and Exchange Commission to be a complete statement of all potential risks and uncertainties.

* Where non-GAAP financial data is noted, please see http://invest.triquint.com/results.cfm for a GAAP to non-GAAP reconciliation.

© TriQuint Semiconductor, Inc.

2


LOGO

 

Strategic Combination

Creating a New Leader in RF Solutions

© TriQuint Semiconductor, Inc.

3


LOGO

 

Deal Terms

Pro Forma Ownership Structure

Board of Directors

Leadership

Closing Conditions & Timing

All stock transaction in which post-closing RFMD and TriQuint shareholders will each own approximately 50% of NewCo

TriQuint exchange ratio of 1.675x for new company shares

RFMD exchange ratio of 1.0x for new company shares

Tax free transaction

Ralph Quinsey will serve as Non-Executive Chairman

Board will be composed of 10 directors, with 5 each from the existing boards of both companies

8 of the 10 directors will be independent

Robert Bruggeworth – Chief Executive Officer

Steve Buhaly – Chief Financial Officer

Eric Creviston – President of Mobile Products

James Klein – President of Infrastructure and Defense Products

Steven Grant – Corporate VP, Fab Technology & Manufacturing

Jim Stilson – Corporate VP, Assembly/Test Technology & Manufacturing

Dean Priddy – Executive VP of Administration responsible for integration and synergy value creation

Expected to close in second half of 2014

Customary closing conditions include: Approval of RFMD and TriQuint shareholders and regulatory approvals

© TriQuint Semiconductor, Inc.

4


LOGO

 

Strategic Rationale

Customers benefit from new scale advantages in manufacturing and R&D, as well as an aggressive roadmap of new products and technologies

Drive innovation at the heart of the mobile data ecosystem – from base station to mobile device – to deliver the industry’s most comprehensive portfolio of critical RF technologies to mobile and infrastructure customers

Greatly improved financial model with performance improving to best in class as synergies are realized

© TriQuint Semiconductor, Inc.

5


LOGO

 

Mobile Industry Landscape

The world’s demand for mobile data is growing exponentially

The wireless industry is rapidly changing to meet this challenge and build the next generation of mobile devices and network infrastructure

Mobile Device Growth

Mobile Phone Shipments (mm)(1)

2,500 2,000 1,500 1,000 500 0

‘00 ‘01 ‘02 ‘03 ‘04 ‘05 ‘06 ‘07 ‘08 ‘09 ‘10 ‘11 ‘12 ‘13E ‘14E ‘15E ‘16E ‘17E

2G 2.5G 3G 4G

(1) Source: IDC. Note: 2G consists of GSM and iDEN; 2.5G consists of CDMA 2000 1xRTT, EDGE and GPRS; 3G consists of CDMA 2000 1xEV-DO, TD-SCDMA, UMTS/WCDMA and HSDPA/HSPA; 4G consists of LTE, TD-LTE and WiMAX.

(2) Source: Cisco Visual Networking Index: Global Mobile Data Traffic Forecast, 2014.

(3) Source: Management.

Mobile Traffic Growth

Exabytes per Month (2)

18 9 0

2013 2014 2015 2016 2017 2018

1.5 EB 2.6 EB 4.4 EB 7.0 EB 10.8 EB 15.9 EB

RF Complexity

Total Frequency Bands (3)

50 40 30 20 10 0

43 6 2

‘05 ‘10 ‘15E

© TriQuint Semiconductor, Inc.

6


LOGO

 

Infrastructure & Defense Landscape

Demand for network capacity and LTE deployments are driving growth in the base station and optical transport markets

Combined company will remain committed to the defense market as a driver of innovative new technologies

GaN provides a disruptive growth opportunity within the infrastructure and defense markets

© TriQuint Semiconductor, Inc.

7


LOGO

 

NewCo: Strength of Combined Portfolio

Mobile

Power Amplifiers Filters Switch / Antenna Wi-Fi

GaAs PA Silicon PA Envelope Tracking SAW TC-SAW BAW WLP Switch ASM Antenna Tuning Mobile

Infrastructure & Defense GaN Radar Optical Drivers BTS CATV Wi-Fi

Foundry GaN PA Standard products GaAs SiGe RX TX Amplifiers PA Filters

© TriQuint Semiconductor, Inc.

8


LOGO

 

Enhanced Financial Profile

New Growth Opportunities

Cost Synergies

EPS Accretion

Integration trends are creating larger opportunities for broad based suppliers

New scale advantages

$150M in annualized cost synergies

$75M exiting year one

Additional $75M exiting year two

Accretive to EPS in first full fiscal year following transaction close

* Non-GAAP metrics; assumes $150M in synergies across manufacturing costs and operating expenses; no revenue synergies are assumed as part of the transaction.

© TriQuint Semiconductor, Inc.

9


LOGO

 

Managing to a New Operating Model

Metric

Revenue Growth

Gross Margin

Operating Expenses

Operating Margin

Target

Greater than the Industry

45%

20%

25%

* Non-GAAP metrics; assumes $150M in synergies across manufacturing costs and operating expenses; no revenue synergies are assumed as part of the transaction.

© TriQuint Semiconductor, Inc.

10


LOGO

 

TriQuint Overview


LOGO

 

Company Overview

Technology Leadership

Broad product portfolio

Technology innovator

Integration leader

Large & Growing Markets

$8-10 billion opportunity

10-15% CAGR

Financial Leverage

50%+ incremental margin

Accretive product mix

Improving profitability

Defense

Drives technology research & product solutions

Network Infrastructure

Drives high-performance product portfolio

Mobile Devices

Volume drives scale, lowers Costs & speeds innovation

© TriQuint Semiconductor, Inc.

12


LOGO

 

Key Markets

MD: Mobile Devices

2013 Revenue by Market

Smartphones

Tablets

Internet of things

IDP: Infrastructure & Defense

Network Infrastructure

Base station

Optical

Point-to-point radio

Defense & Aerospace Mobile Devices 66%

Radar Network Infrastructure 21%

Communications Defense & Aerospace 13%

Electronic warfare

© TriQuint Semiconductor, Inc.

13


LOGO

 

Focused on High Value Growth Opportunities

High

Optical

3G / 4G Base Station

Small Cells

Discrete Premium Filters

Radar

PAD

(PA + Duplexer)

2G Base Station

WLAN Connectivity

MMPA

ASM / Switch

Value

Low

Low Performance Amplifiers

WLAN Mobility

Commodity SAW Filters

2016 Estimated Size ($500M reference scale)

-20% -10% 0% 10% 20% 30% 40% 50%

Growth

TriQuint Semiconductor, Inc.

14


LOGO

 

Product Line Strategy

Mobile Devices

Focus on LTE content expansion

Deliver premium filters & high-efficiency, broadband amplifiers

Enable dense RF integration with ultra small packaging

Infrastructure & Defense

Multi-market focus on high value products

Best in class GaN, GaAs, & filter technology across full spectrum

Unmatched technology breadth & strong customer relationships

© TriQuint Semiconductor, Inc.

15


LOGO

 

MD

Mobile Devices

© TriQuint Semiconductor, Inc.


LOGO

 

Mobile Devices Overview

Business highlights

$7B+ total addressable market

15% growth due to RF content expansion

LTE band count driving premium filter growth

Integration requires system expertise & access to key components

Long standing customer relationships

Differentiated strategy

Comprehensive technology capabilities

All premium filters (SAW, TC-SAW & BAW)

High-efficiency, broadband amplifiers

Small & thin packaging (CuFlip™ and WLP)

Dense RF integration expertise

Proprietary high-volume manufacturing

Mobile RF SAM

15% CAGR ($ in millions)

$10,000 $8,000 $6,000 $4,000 $2,000 $0

2013 2014 2015

Source: TriQuint

© TriQuint Semiconductor, Inc.

17


LOGO

 

Hypothetical RF Content in LTE Phones

SAM Premium Filters ($ in millions) Functions/ Avg. Filter Phone Typical 3G Regional LTE Global Roaming LTE

40-50%

CAGR

$4,000

$3,000

$2,000

$1,000

$0

35

30

25

20

15

10

5

0

2013 2014 2015 2016 2017

Source: TriQuint

Premium filters include BAW & TC-SAW

SAW filters $ 1.25 $ 2.00 $2.25

TC-SAW filters $ 0.00 $ 0.50 $1.50

BAW filters $ 0.00 $ 1.50 $3.50

Total filter content $ 1.25 $ 4.00 $7.25

Amplifiers / switches / other $ 2.50 $ 3.50 $5.50

Total RF content $ 3.75 $ 7.25 $12.75 +

Source: TriQuint; the values above are for illustrative purposes only, actual values vary by phone model, manufacturer, and other considerations.

© TriQuint Semiconductor, Inc.

18


LOGO

 

Band Count Driving Premium Filter Content

Total Worldwide Filter Functions (by Filter Technology) Premium Filters ($ in millions)

SAM Avg. Filter Functions/Phone

BAW TC-SAW SAW

40-50% CAGR

75

50

25

0

$4,000

$3,000

$2,000

$1,000

$0

35 30 25 20 15 10 5 0

1G 2G 3G 4G 2013 2014 2015 2016 2017

Source: TriQuint Source: TriQuint

FDD bands = 2 filter functions (separate send & receive filter die) Premium filters include BAW & TC-SAW

Band Count Expansion Premium Filter Growth

Region specific bands Crowded spectrum

Backward compatibility Wi-Fi coexistence

Growing LTE penetration Growing interference

Carrier aggregation Filters scale with band count

© TriQuint Semiconductor, Inc.

19


LOGO

 

Solving 3G / 4G Filtering Challenges

Advanced technology

Proprietary filter manufacturing expertise

High performance for toughest bands

All 3 technologies

SAW

TC-SAW

BAW

LTE / Wi-Fi coexistence

(denoted with gray shading)

Band 13 LTE – FDD Duplexer Band 23 LTE – FDD Band 30 LTE – FDD

TC-SAW Band 26 LTE – FDD Duplexer BAW

Complexity

Band 20 LTE – FDD Duplexer Band 8 LTE – FDD Duplexer Band 41 LTE – TDD Filter 5 GHz Wi-Fi Filter

Band 28 LTE – FDD Duplexer Band 8 WCDMA Duplexer Band 25 LTE – FDD Duplexer Band 40 LTE – TDD Filter Band 7 LTE – FDD Duplexer

Band 17/12 LTE – FDD Duplexer Band 29 LTE – FDD Filter SAW Band 3 LTE – FDD Duplexer Band 2 2.4 GHz Wi-Fi Filter

Band 5 LTE – FDD Duplexer Band 4 LTE – FDD Duplexer WCDMA or LTE – FDD Duplexer Band 42 LTE – TDD Filter Band 43 LTE – TDD Filter

Band 27 LTE – FDD Duplexer GPS Band 1 WCDMA Duplexer Band 38 LTE – TDD Filter

GSM Rx

Asia Europe The Americas

RF Frequency

© TriQuint Semiconductor, Inc.

20


LOGO

 

Advancing Dense RF Integration

Differentiated Components In-house design & manufacturing of key module components Extensive Integration Expertise Coordinated supply chain, stable processes, RF module simulation

+ + + +

Amplifiers Filters Switches Laminates Controllers Other

Wafer Level Packaging Improved design flexibility, smaller size, lower height

Proprietary CuFlipTM Interconnects Better performance with lower cost, size & height

Die vs Die vs

© TriQuint Semiconductor, Inc.

21


LOGO

 

IDP

Infrastructure

& Defense Products

© TriQuint Semiconductor, Inc.


LOGO

 

IDP: Infrastructure & Defense Products

Business highlights

Total IDP SAM

5% CAGR

($ in millions)

Over $2B+ addressable market 5-10% growth with 5-30% share Highly fragmented market Long product lifecycles

Differentiated strategy

Partner with the best in the industry

Radar, optical & base stations

Maintain technology leadership

Leverage Dept. of Defense funding to seed innovation

Support commercial markets with superior GaN & BAW

Increase pace of product development

Market shaping, differentiated products

Small acquisitions to supplement growth

Infrastructure $3,000 Defense $2,500

$2,000 $1,500 $1,000 $500

$0 2013 2014 2015

Source: TriQuint

© TriQuint Semiconductor, Inc.

23


LOGO

 

GaN: A Disruptive Technology

Wider Bandwidth More Power Higher Efficiency Higher Temp Advanced R&D

Electronic Warfare Next-Generation Radars Communication Systems New Sensors New Missions 500 GHz / 500V per ns

Manufacturing yields & reliability that equal or exceed more conventional semiconductor technologies

Amplifier cost & efficiency that support overall best value

Numerous products to support both defense & commercial markets

Broad range of processes that support 0-94GHz applications

© TriQuint Semiconductor, Inc.

24


LOGO

 

Network Infrastructure

© TriQuint Semiconductor, Inc.


LOGO

 

LTE Rollout Driving Network Infrastructure

Worldwide LTE infrastructure rollout

LTE infrastructure deployments are driving base station & optical products

Bandwidth demand and subscriber density driving base station growth

100G being deployed for metro with 200G on the horizon for long haul optical networks

Base Station

Optical Transport

Mobile Data Traffic Growth

16 (Exabytes per Month)

14 61% CAGR

12 10 8 6 4 2 0

2013 Video 2014 2015 Data 2016 M2M 2017 File Sharing 2018

Source: Cisco Global Mobile Data Traffic Forecast, Feb 2014

China is world’s largest market

1.25 billion subscribers: China Mobile (781m), China Unicom (290m), China Telecom (183m)

Potentially 600,000 to 800,000 4G base stations in China by the end of 2014*

* TriQuint estimate

© TriQuint Semiconductor, Inc.

26


LOGO

 

Base Station Market Opportunity

Base Station SAM Macro

($ in millions)

$1,200 Metro

$1,100 Micro

$1,000

$900

2013 2014 2015 2016

Source: TriQuint

Use case

Peak power

Coverage (radius)

Simultaneous users

Notable Trend

Addressable content

Indoor capacity

1 watt

< 100m

Under 100

Small carrier cells capacity augmenting

> $10

Outdoor capacity

1 to 20 watts

< 3km

> 100

Data growth capacity opportunities creating

> $35

Broad coverage

20 to 200+ watts

< 25km

> 250

power High/wide amps band using macro GaN

> $175

© TriQuint Semiconductor, Inc.

27


LOGO

 

Moving Data Around the World

SAM Transport SAM ($ in millions) Transceiver Units Per Year Sold Superior Performance & Differentiated Products

8—10% CAGR

$700

$600

$500

$400

$300

$200

$100

$0

200

150

100

50

0

2013 2014 2015 2016

Source: TriQuint, Infonetics

Consideration Metro Long-Haul

Application Regional Traffic Wide Area Transport

Distance 100 to 800 km 800 to 2,000km

Network speed 40 to 100G 40 to 100G +

Primary concerns <<<<<< Performance, size, cost >>>>>>

Addressable content $185 to $750 $600 to $1,500

© TriQuint Semiconductor, Inc.

28


LOGO

 

Defense

© TriQuint Semiconductor, Inc.


LOGO

 

Connecting Market the Next-Gen Battlefield & Space

Defense & Aerospace solutions Defense SAM ($ in millions)

Superior performing packaged RF

Comprehensive GaN / GaAs foundry & DoD accredited services

GaN innovator and leader in government-funded & industry R&D programs Transition to products and away from non-strategic foundry driving revenue and margins

Top customers

© TriQuint Semiconductor, Inc.

$750

3—5% CAGR $500

$250

$0

2013 2014 2015

Source: TriQuint

New Products

Defense Infrastructure

150 100 50

0

2011 2012 2013

30


LOGO

 

Defense & Aerospace Programs

Supporting a wide variety of DoD-critical programs with our broad portfolio of products and services

EA-18G Growler

F-22 Raptor

F-16 Falcon

F-35 Lightning

WGS

Wideband Global SATCOM

AN / TPQ-53

Quick Reaction Capability Radar

© TriQuint Semiconductor, Inc. 31


LOGO

 

GaN Technology Enables World Class Products

Greater power

Smaller size, fewer parts

Higher efficiency

40W GaN Switch 55W Power Transistor 30W Wideband 20W Ku-Band GaN PA GaN PA

GaN replacing GaAs in defense & commercial applications

– TWTA market ~$600 million opportunity by 2015

SpatiumTM Power Amplifiers

TWTA upgrade / replacement

High reliability / long life

Compact form-factor

Scalable to other frequencies

© TriQuint Semiconductor, Inc.

32


LOGO

 

Financial Highlights

© TriQuint Semiconductor, Inc.


LOGO

 

Improving Operating Model

Non-GAAP Full Year 2013 2014 Guidance (1) Mid-Term Targets

$ in millions

Revenue

Gross Margin % Revenue

Operating Exp. % Revenue

Op. Inc. / (Loss) % Revenue

EPS

$893

33%

$277

31%

$19

2%

$0.09

Q2

$220

37.5%

$69

31%

N/A

$0.07

(180m shrs)

Full Year

Mid-Single

Digit Growth

Avg. Q2-Q4

> 40%

Down

Y/Y

N/A

Exceed Consensus of $0.49 (3)

Target Above Industry

Growth > 50% Incr.

Margin

< 25%

> 15%

EPS > Sales

Growth

Basis

Filter

Growth

Accretive Mix Cost Reductions

Sales > OpEx Growth

Leverage + Contained

OpEx Share Buyback(2)

Low Tax Rate

Guidance as of 4/23/2014; Q2 guidance represents the mid-point of provided ranges.

17.5M shares repurchased at $5.61 since Q2 2012; current authorization of $75m as of 2/5/2014.

Consensus as of 1/16/2014; reiterated on 2/5/2014 and 4/23/2014.

© TriQuint Semiconductor, Inc.

34


LOGO

 

Improving Gross Margin & Lower OpEx

$20M of Cost Reductions

$8M annual depreciation related to equipment write-off and $12M annual direct cost reductions taken in Q4-13

Premium Filter Mix Shift

Replacing $100M of non-strategic foundry & low margin mobile revenue during 2014 with higher margin filters

44 - 45%

Industry Leading Margins

33.2%

FY 2013

30.7%

FY 2012

38%+

FY 2014 Target

+200 bps Cost Reductions

+300 bps Improving Product Mix

“We forecast full year earnings to be 5 to 6 times greater than our results in 2013 & we believe further progress is achievable in 2015.”

© TriQuint Semiconductor, Inc.

35


LOGO

 

Summary

Mobile creates compound, multi-year growth opportunity

Smartphone penetration & LTE transition drive growth in overall RF content

Crowded spectrum & carrier aggregation demand premium filters

Dense RF integration favors comprehensive solution providers

Networks & Defense add stability & diversification

Long product life cycles

High barriers to entry & healthy margins

Broad portfolio of highly differentiated products

Technology sustains competitive advantage

Proprietary premium filters (BAW & TC-SAW)

Advanced packaging – CuFlip™ & WLP

Industry leading GaAs and GaN processes

Rapid financial improvement

Accretive product mix (less discrete GaAs products, more filters)

50%+ incremental margin

Earnings to be 5 to 6 times greater than 2013

© TriQuint Semiconductor, Inc.

36


LOGO

 

Important Legal Disclosures

Forward-Looking Statements

This communication contains forward-looking statements, including but not limited to those regarding the proposed business combination between RF Micro Devices, Inc. (“RFMD”) and TriQuint Semiconductor, Inc. (“TriQuint”) (the “Business Combination”) and the transactions related thereto. These statements may discuss the anticipated manner, terms and conditions upon which the Business Combination will be consummated, the future performance and trends of the combined businesses, the synergies expected to result from the Business Combination, and similar statements. Forward-looking statements may contain words such as “expect,” “believe,” “may,” “can,” “should,” “will,” “forecast,” “anticipate,” “intend” or similar expressions, and include the assumptions that underlie such statements. These statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including but not limited to: the ability of the parties to consummate the Business Combination in a timely manner or at all; satisfaction of the conditions precedent to consummation of the Business Combination, including the ability to secure regulatory approvals in a timely manner or at all, and approval by RFMD’s shareholders and TriQuint’s stockholders; the possibility of litigation (including related to the transaction itself); RFMD and TriQuint’s ability to successfully integrate their operations, product lines, technology and employees and realize synergies from the Business Combination; unknown, underestimated or undisclosed commitments or liabilities; the level of demand for the combined companies’ products, which is subject to many factors, including uncertain global economic and industry conditions, demand for electronic products and semiconductors, and customers’ new technology and capacity requirements; RFMD’s and TriQuint’s ability to (i) develop, deliver and support a broad range of products, expand their markets and develop new markets, (ii) timely align their cost structures with business conditions, and (iii) attract, motivate and retain key employees; and other risks described in RFMD’s and TriQuint’s Securities and Exchange Commission (“SEC”) filings. All forward-looking statements are based on management’s estimates, projections and assumptions as of the date hereof. Neither RFMD nor TriQuint undertakes any obligation to update any forward-looking statements.

No Offer or Solicitation

This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

© TriQuint Semiconductor, Inc.

37


LOGO

 

Important Legal Disclosures

Additional Information and Where to Find It

In connection with the proposed Business Combination, Rocky Holding, Inc., a newly-formed holding company under RFMD (“HoldCo”), has filed with the SEC a Form S-4 (the “Registration/Joint Proxy Statement”) which includes a registration statement and a preliminary prospectus with respect to HoldCo’s shares to be issued in the Business Combination and a preliminary joint proxy statement of TriQuint and RFMD in connection with the Business Combination. This material is not a substitute for the final Registration/Joint Proxy Statement regarding the proposed Business Combination. The preliminary Registration/Joint Proxy Statement contains, and the final Registration/Joint Proxy Statement will contain, important information about the proposed Business Combination and related matters. SECURITY HOLDERS ARE URGED AND ADVISED TO READ THE REGISTRATION/JOINT PROXY STATEMENT CAREFULLY. The Registration/Joint Proxy Statement and other relevant materials and any other documents filed by HoldCo, RFMD or TriQuint with the SEC may be obtained free of charge at the SEC’s website, at www.sec.gov. In addition, security holders of TriQuint will be able to obtain free copies of the Registration/Joint Proxy Statement from TriQuint by contacting Investor Relations by mail at TriQuint Semiconductor, Inc., 2300 N.E. Brookwood Parkway, Hillsboro, Oregon 97124, Attn: Investor Relations Department, by telephone at (503) 615-9413, or by going to TriQuint’s Investor Relations page on its corporate website at www.triquint.com; and security holders of RFMD will be able to obtain free copies of the Registration/Joint Proxy Statement from RFMD by contacting Investor Relations by mail at RF Micro Devices, Inc., 7628 Thorndike Road Greensboro, North Carolina 27409-9421, Attn: Investor Relations Department, by telephone at (336) 678-7088, or by going to RFMD’s Investor Relations page on its corporate web site at www.rfmd.com.

Participants in the Solicitation

RFMD, TriQuint and HoldCo and their respective directors, executive officers and various other members of management and employees may be deemed to be participants in the solicitation of proxies from RFMD’s shareholders in connection with the proposed Business Combination. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of TriQuint or RFMD security holders in connection with the proposed Business Combination is set forth in the preliminary Registration/Joint Proxy Statement, and will also be set forth in the final Registration/Joint Proxy Statement. Information about TriQuint’s directors and executive officers is set forth in TriQuint’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, which was filed with the SEC on February 21, 2014, and its Amendment No. 1 to Annual Report on Form 10-K/A, which was filed with the SEC on April 10, 2014. These documents are available free of charge at the SEC’s web site at www.sec.gov, and from TriQuint by contacting Investor Relations by mail at TriQuint Semiconductor, Inc., 2300 N.E. Brookwood Parkway, Hillsboro, Oregon 97124, Attn: Investor Relations Department, by telephone at (503) 615-9413, or by going to TriQuint’s Investor Relations page on its corporate web site at www.triquint.com. Information about RFMD’s directors and executive officers is set forth in RFMD’s Annual Report on Form

10-K for the fiscal year ended March 29, 2014, which was filed with the SEC on May 21, 2014. These documents are available free of charge at the SEC’s web site at www.sec.gov, and from RFMD by contacting Investor Relations by mail at RF Micro Devices, Inc., 7628 Thorndike Road Greensboro, North Carolina 27409-9421, Attn: Investor Relations Department, by telephone at (336) 678-7088, or by going to RFMD’s Investor Relations page on its corporate web site at www.rfmd.com. Additional information regarding the interests of these potential participants in the solicitation of proxies in connection with the proposed Business Combination is included in the preliminary Registration/Joint Proxy Statement and the other relevant documents filed with the SEC.

© TriQuint Semiconductor, Inc.

38


LOGO

 

Backup

© TriQuint Semiconductor, Inc.


LOGO

 

Filter Requirements by Geography

SAW TC-SAW BAW

GSM High GSM Low Band 1 Band GPS 6 Band 4 Band 8 Band 17 Band 13 Band 20 Band 26 Band 43 Band 42 Band 3 Band Band Band 25 Band 2 Band 7 Band 38 Band 40 Band 41

North America 2G 2G GNSS LTE LTE LTE LTE LTE LTE LTE

Europe 2G 2G 3G GNSS 3G LTE LTE LTE LTE LTE

China 2G 2G 3G GNSS LTE LTE LTE

Japan 2G 2G 3G GNSS 3G 3G LTE LTE

India 2G 2G GNSS LTE

Other Asia 2G 2G 3G GNSS 3G LTE LTE LTE LTE LTE

Wi-Fi Coexist Filter is Required

© TriQuint Semiconductor, Inc.

40


LOGO

 

What Makes BAW Filters So Desirable?

BAW Characteristics

Lower signal loss

Better precision

Noticeable Benefits

Longer battery life

Fewer dropped calls

Optimizes crowded spectrum

Barriers to Entry

Considerable IP Engineering expertise

Manufacturing scale

1700 MHz

5000+ MHz

RF Spectrum

© TriQuint Semiconductor, Inc.


LOGO

 

SAW & BAW Technology Comparison

SAW (Surface Acoustic Wave) Acoustic wave propagates in a lateral direction

Surface Acoustic Wave

Electrical Port

Metal lines

Interdigital Transducer

Piezoelectric substrate (LiTaO3, …)

BAW (Bulk Acoustic Wave) Acoustic wave propagates in a vertical direction

Top electrode

Thin-film piezolayer

Bottom electrode

Stress field of acoustic wave

2 µm thick @ 2GHz

Acoustic reflector

Substrate

Covers frequencies up to about 1.9GHz

Suited for frequencies from 1.5GHz to 9GHz

© TriQuint Semiconductor, Inc.