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Filed by LSI Logic Corporation
Pursuant to Rule 425 under the Securities Act of 1933 and
Deemed filed pursuant to Rule 14d-2 of the Securities Exchange Act of 1934
Subject Company: C-Cube Microsystems, Inc.
Commission File No.: 0-23596
Transcript of Audio Webcast
Operator: Ladies and Gentlemen, thank you for standing by. Welcome to the
LSI Logic Conference Call. Due to the presentation of our participant, this call
will be in a listen-only mode. Afterward, you will be invited to participate in
the question and answer session. At that time, if you have a question, you will
need to press the 1, followed by the 4 on your telephone. As a reminder, this
conference is being recorded on Monday, March 26, 2001. I would now like to turn
the conference over to Miss Diane Amati, Vice President of Investor Relations.
Please go ahead, ma'am.
Miss Amati: Good Morning, and thank you for joining us either by telephone
or over the Internet. This conference call is expected to last about one hour.
In the room today, representing LSI Logic are Will Corrigan, Chairman and CEO,
Brian Look, Executive VP and Chief Financial Officer, Giuseppe Stafforoni,
Executive VP of LSI Logic's Broadband Communications Group. Representing C-CUBE
Microsystems is Umesh Tadval, President and Chief Executive Officer. Here's the
agenda for this call. I'll read a portion of the news release and then our safe
harbor statement before turning the call over to Will, for his comments. Next,
Umesh will provide his comments, and then we welcome the call for your
questions. Turning to the news release, LSI Logic Corporation and C-CUBE
Microsystems, Inc. today announced the definitive agreement in which LSI has
agreed to acquire C-CUBE in a stock-for-stock transaction, valued at
approximately $878 million. In the transaction, each outstanding share of C-Cube
common stock is being exchanged for 0.79 of a share of LSI Logic common stock.
LSI anticipates completing the transaction in the second quarter ending June 30,
and expects the transaction to be accretive to the Company's earnings before
goodwill amortization in 2001. Here's the safe harbor statement: During the
course of this call, we will make forward-looking statements which include, but
are not limited to, statements concerning the financial condition, results of
operation and business of LSI Logic and C-Cube and the benefits expected to
results from the contemplated transaction, the involved risks and uncertainties
that could cause actual results or outcomes to differ materially from moves
contemplated by the forward-looking statements. Factors that could cause or
contribute to such differences, include but are not limited to, the risk that
conditions relating to the requirement among tendered of shares or regulatory
clearances might not be satisfied in a timely manner or at all. In risks
relating to the timely and successful completion of the technology and product
development efforts, integration of the technologies and businesses developed by
Logic and C-Cube, unanticipated expenditures, changing relationships with
customers, suppliers, and strategic partners and other factors described in most
reports on Form 10-Q, most recent reports on Form 10-K, and other periodic
reports, filed by LSI Logic and C-Cube with the Securities and Exchange
Commission. Now, I'll turn the call over to Will.
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Will: Good morning. Earlier today we announced a definitive merger
agreement to acquire C-Cube Microsystems, and we expect to complete the
transaction during our second quarter ending June 30th. This strategic
acquisition provides LSI with all of the capabilities to drive the convergence
of communications and broadband entertainment. C-Cube will further strengthen
our competitive position in high global markets, and I'll talk about that in
more detail later, and brings us important new customers and distribution
channels. The acquisition represents an exceptional strategic fit based on the
very complementary set of technology, products and distribution channels. There
are only minimal of overlaps. Together, we will have a leading-edge products
across conventional home, including residential gateways, set-top boxes, cable
modems, digital video recorders, and DVD players. We are able to supply our
customers with best-in-class, end-to-end solutions that address the convergence
of communications and broadband entertainment. This acquisition complements LSI
Logic's strength and high-growth satellite terrestrial and DSL set-top box
markets and gives us immediate entry into the US and European cable markets.
That's very significant. The acquisition also provides key pieces of digital
video technology such as encloders and codecs that complement LSI's capabilities
in decoders. C-Cube brings VCD, DVD player, and recorder technology and
revenues. C-Cube also brings system architecture, software capabilities and
strong engineering expertise. The acquisition also provides us with additional
opportunities in terms of geographical diversification. If we look at year 2000,
over 60% of LSI's revenues came from North America. Asia Pacific represented
14%, Europe 14%, and Japan 11%. In reality only 13% of C-Cube's revenues were
generated from North America sales in 2000, while Asia represented 47% of
revenues. In particular, C-Cube has a strong brand name and established
infrastructure in China which is somewhat unique. C-Cube's revenues from Japan
and Europe were 13% and 27%, respectively. C-Cube is a fabless semiconductor
Company and has foundry relationships with the TSMC and UMC. This acquisition
adds revenues and is accretive on an EGB basis in the year 2001. You know, we
believe this represents a unique combination of capabilities that will enhance
our gross prospects and strategic position. At this point, I will turn the call
to Mr. Umesh Padval for his comments.
Umesh: Thank you, Will. Good morning everybody. This is Umesh Padval,
President and CEO of C-Cube Microsystems. I welcome the opportunity to discuss
today's developments with you. I'm very excited that we'll be joining LSI Logic,
one of the premier broadband communication companies to jointly become the
leading supplier to the network digital home. C-Cube's strategy has been to work
towards being able to offer expertise in three categories. Digital media
processing, broadband access, and home networking. In digital media processing,
C-Cube has and continues to be a key player in processing of digital video for
cable and satellite set-top box markets, as well as, DVD, where we are the
market leader. We also have leader progression in the emerging codecs-based
products, such as personal video recorders, home servers, residential gateways
and recordable DVD. For broadband access, we combine our communications
expertise in cable, with LSI's satellite, terrestrial and DSL expertise, in
order to provide a complete offering for broadband access to the home. Finally,
LSI brings the ability to wirelessly distribute the media throughout the home.
This provides a complete portfolio that leads to our becoming a leading supplier
to the networked digital home. In summary, I'm very pleased that we are able to
combine two companies with similar cultures, as well as synergies with respect
to markets, customers, and product portfolios. Now, I'll turn the call over to
Diane.
Diane Amati: Thank you Umesh. Operator, we can open the call for questions.
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Operator: Thank you. Ladies and Gentlemen if you wish a question for
today's question and answer session you'll need to push the 1 followed by the 4
on your telephone. You'll hear a three tone prompt acknowledging your request.
If your question has been answered, and you wish to withdraw your polling
request, you may do so by pressing the 1 followed by the 3. If you are on a
speakerphone, please pick up your handset before entering your request. One
moment, please for your first question. The first question is from Jack Geraghty
of Gerard, Klauer, Mattison, please go ahead.
Jack: Good afternoon, maybe Will or any one of the gentlemen could discuss
maybe who might be the main competitors in each of the markets that you are
targeting, perhaps the three that Umesh just mentioned, or however, you wish to
answer the question. Thanks.
Will: I think Umesh should answer.
Umesh: Just to let you know, the satellite set-top box area
Microelectronics has been a competitor, in the cable, Broadcom has been a
competitor. In the DVD market and others, we have a market share of over 30% so
we are the leading provider in that particular marketplace.
Jack: Thanks very much.
Operator: The next question is from Mark Addlestone of Morgan Stanley.
Please go ahead.
Speaker: Hi, this is Harlan Sur for Mark Addlestone, two questions. Could
you provide us with a revenue breakdown by market segment for C-Cube?, and
number two, this question is for Will, could you share with us what your
manufacturing strategy is for C-Cube's existing and future product lines?
Will: We're not really going to break out those details at this stage. From
time to time, if we do give that information, but I think right now, is not the
time to start breaking that out. But, obviously, as we mentioned, the geographic
dispersion is pretty clear of C-Cube revenues in the US and the LSI revenues. If
you look, we're still starting to look at how it breaks out in individual
segments. But clearly there is a very strong consumer orientation in the C-Cube
revenues. What was your question about manufacturing?
Harlan: In terms of manufacturing strategy, what do you plan to do, I guess
in the near-term and in the long-term with the product lines of C-Cube? Do you
plan to keep them outsourced, or do you plan to bring them in-house after
awhile?
Will: You know, the reality in terms of what we talk about, building in one
factory or another, I think there is an illusion that it's very easy to flip
manufacturing from one plant to another. That is not the reality. I would
anticipate that all existing C-Cube products would be continued to be
manufactured in the factories that they are manufactured in. We would move
towards convergence of the next generation. In the .13 micron, would be, I would
imagine, the first point where we would have common processes between the two
companies and as we get to that level we would be using a mixed strategy of some
of the manufacturing would be done outsourced and the majority of the
manufacturing would be within our own facilities. But, I
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would put that at least a year away before there are any substantial
manufactured C-Cube products in the LSI products products factories. And in
general for LSI, we now have about 8-9% outsourced, and over the next several
years that would be moving up around the 30% range, and you know, it could go
higher if we look longer term.
Harlan: Thank you.
Operator: Ladies and Gentlemen, if there are any additional questions,
please press the 1 followed by the 4 on your telephone. It will be just a
moment. The next question is from Doug Lee of Boffa Securities.
Doug Lee: Hi, good morning. Guys we had trouble getting onto the call, was
wondering if you gave out any more specific financial guidance with regards to
2001, and how we should think about, you mentioned the accretive - how that
rolls through?
Will: I think that was the guidance.
Doug Lee: OK, so that's all we will get at this point?
Will: Yes.
Doug Lee: OK, it's a purchase transaction, is that correct?
Will: That's correct. Brian, did you want to comment?
Brian: Yes. It's a purchase accounting deal, stock-for-stock deal, and I
think you saw the press release. The fixed exchange ratio is 0.79.
Doug Lee: OK, thank you.
Operator: The next question if from Jack Geraghty of Gerard, Klauer,
Mattison. Go ahead.
Jack: Just a question, Will, relative to sort of near-term. You mentioned
some big customers. Are those the ones in the press release you were talking
about? Are some of those customers ones that you hadn't been serving at this
point, in the sense of, you now you probably get a better entree to those? Is
that what you were alluding to in your comments as you just mentioned a couple
of minutes ago?
Will: Well, Jack, there's really, we assume there's a fairly low degree of
overlap which you know it's perhaps an oversimplification. We provide products,
different products to common customers, so that I think the one area that's
going to be somewhat new to us is the cable space, yet we both participate with
all the obvious customers and/or try to participate with all the obvious
customers in the satellite and the decoder area. And with cable, we really
haven't had the full complement to play with cable and we believe that we will
have the full complement, which means that all the obvious cable customers will
now be targets for us. I think if you look at the communications customers and
if you look at broadband entertainment, its just starting to move over the edge
into the communications space and obviously, we have a
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very strong channel into the communications customers. So, I think the obvious
networking customers, we believe, the next generation products will be very
significant users with what we acquired here with C-Cube. So, and in the
geographic sense, as I imagine, C-Cube has, I wouldn't say a mirror image of our
revenue distribution but they have an extremely strong presence in China, in
particular, and strong in Korea, and a strong presence in Japan, which is a big
plus for us. And we think that those channels that have been established over a
long time by C-Cube will be very useful channels for communications products,
and for LSI, and I think our communication channels will be powerful for C-Cube
to get into those markets, and then of course, when you have a full complement
of products, that's the only way to play in some of these markets so that we
really do believe that we have completed the other half of a hundred dollar bill
in several of these different markets.
Jack: Just one more quick one. I'm not that are familiar with C-Cube's
products. Are there any near-term opportunities for integration, or is it just
really more packaging everything together as you were just talking about?
Will: Well, I think at this stage, as you know very well, Jack, a lot of
long-range strategy is always to cram as much intellectual property as possible
on a single chip.
Jack: Right.
Will: I think in a lot of the initial phases of this will be really
packaging at the board level in the multiple chips that happened to be
complementary with each other. But obviously, you look one generation out and
certainly if you look at the .13 micron level and you probably have more to say
on the .13 micron, and .1 micron in the coming months. Clearly, you have the
opportunity to fix some of the IP from both companies, and mix them together on
the same chip. That's where you really do have and even stronger proprietary
position.
Jack: OK, thanks very much.
Speaker?: The next question is from David Dulley of Wells Fargo, Lancaster?
Please go ahead.
David: Yes, good afternoon, or good morning. We missed the beginning part
of the call. I was wondering if you might be able to review the transaction in
light of a customer like Sony, and how that might make you penetrate that
account in greater detail by combining these two entities together.
Will: I think with the, you'll take the very large account like Sony,
again, its really not a lot of overlap, because the major LSI Logic involvement
is with Sony computer entertainment and what C-Cube has is a great broad with
other divisions of Sony. Umesh, would you like to comment?
Umesh: Yes, because LSI Logic is extremely strong in the Playstation group,
and we are very strong in the digital network division which focuses on the
digital TV set-top boxes, and DVD and in the future residential gateways of
Sony. So, I think its very complementary. It gives us more products going into
Sony, and provides more contact and can stabilize and improve our relationship
with Sony.
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David: Do you think LSI's experience there will help you land the recording
business from Sony, the DVD recording business?
Umesh: If you look at DVD playback which goes into recordable, we have
technology of DVD playback, and we are the market leader in the digital. As
people go from digital playback to recordable, we are the only company which has
the road map which is for DVD playback to recordable with the same software
migrating from DVD playback to recordable thus, preserving the investment that
the customer does on the DVD playbacks. So, we believe we have a strong position
for DVD recordable because of our market leading in Codec technology, which is
at the heart of DVD recordable products.
Will: I think with Sony, in particular, and if you look at Sony's stated
long-range strategy that they've put a lot of effort into promoting, they really
are pushing their products to be looked at more or less a systems level so that
DVD player, set-top box, a video game are only part of a home network and all of
these elements and Sony really is suggesting that longer term that the natural
gateway might be a Sony product as opposed to a PC into the home. And so that
permeates the whole strategy over many different divisions. I think it's a
pretty sound strategy. I mean, if you look at the Playstation, alone, there is
an installed base now in excess of 18 million units and growing at the rate of
20 million units a year. So, its clearly not as broad as the PC, but it's in a
totally different price point to the PC, and is growing very rapidly, so, I
think we are complementing the strategy and I think, to get back to your first
question, yes I think it really does enhance our total Sony voice chip.
David: Thank you.
Operator: Ladies and Gentlemen, if there are any additional questions,
please press the 1 followed by the 4 at this time.
Diane: Operator if there are not further questions...
Operator: There are no additional questions at this time.
Diane: That concludes the call. Thank you for your participation.
Operator: Ladies and Gentlemen that does conclude your conference call for
today. We thank you for participating today and ask that you please disconnect
your lines at this point.
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