Filed by: LSI Logic 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: LSI Logic Corporation
Commission File No. 1-10317
To: LSI and Agere Employees
Fr: Abhi Talwalkar
Re: Organizational Announcement
I am delighted to inform all of you that Dr. Claudine Simson will be joining the new LSI as Chief
Technology Officer (CTO) as of March 26th, reporting to me. Claudine, a highly
accomplished individual, brings with her a wealth of industry experience in the fields of
telecommunications, networking and wireless, with expertise ranging from semiconductor process
technology and design infrastructure to component design, as well as system-level applications. She
recently held the CTO position at Motorolas Semiconductor Products Group and its spin-off,
Freescale Semiconductor. Prior to joining Motorola, Claudine had a highly successful career for 23
years at Nortel Networks, where she held senior executive positions ranging from general manager of
Nortels semiconductor business to vice president in charge of all technology research spanning a
product portfolio over $25 billion. She began her career as a device physicist at
Bell-Northern Research Laboratories, and was recognized for launching the worlds first single-chip
filter-codec and the worlds first high-performance optical networking module. Elected
Fellow of the Royal Society of Canada (Academy of Science), Claudine is a recipient of three
honorary doctorates and the National Order of Merit of France for the worldwide advancement of
technology. She is also active on a number of boards of research institutions and high-technology
companies, most notably Verigy, the recent spin-off of Agilent Technologies.
As I mentioned in my first organizational announcement in January of this year, in todays highly
competitive environment it is critical for our company to have a rich, vibrant and well thought out
pipeline of technology and architectural ingredients that our product organizations can tap into as
they architect and develop our future platforms and products. Well managed companies direct upward
of 5-10% of their R&D budget toward these path finding efforts addressing future (3+ years)
technology and architectural needs while also seeking out disruptive technologies that can enhance
our competitive position and our business prospects. Claudine, with her team, will partner closely
with the GMs, Strategic Planning, and Corporate Business Development to establish LSIs pipeline
roadmap while coordinating much of this development activity internally as well as externally as we
collaborate more deeply with universities, disruptive startup companies, as well as the CTO
organizations of our largest customers.
You will hear much more in the coming weeks about Claudine and the CTO organization, its charter
and scope. Please join me in welcoming Claudine to the new LSI!
I would also like to thank Rob Ober for stepping in and fulfilling the acting CTO role over the
past 3 months at LSI.
Thanks,
Abhi
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication may be deemed to be solicitation material in respect of the proposed transaction
between Agere Systems Inc. (Agere) and LSI Logic Corporation (LSI). In connection with the
proposed transaction, LSI has filed with the Securities and Exchange Commission (the SEC) a
Registration Statement on Form S-4 (the Registration Statement), which includes a definitive
proxy statement/prospectus, dated February 5, 2007, and related materials to register the shares of
LSI common stock to be issued in the merger. THE REGISTRATION STATEMENT AND THE JOINT PROXY
STATEMENT/PROSPECTUS CONTAIN IMPORTANT INFORMATION ABOUT LSI, AGERE, THE TRANSACTION AND RELATED
MATTERS. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT
PROXY STATEMENT/PROSPECTUS CAREFULLY. Investors and security holders may obtain free copies of the
Registration Statement, the Joint Proxy Statement/Prospectus and other documents filed with the SEC
by LSI and Agere through the website maintained by the SEC at http://www.sec.gov. In addition, free
copies of the Registration Statement, the Joint Proxy Statement/Prospectus and other documents may
be obtained on the Agere website at http://www.agere.com and on the LSI website at
http://www.lsi.com. The Registration Statement, the Joint Proxy Statement/Prospectus and other
relevant documents may also be obtained free of charge from Agere by directing such request to
Investor Relations, Agere Systems Inc., 1110 American Parkway N.E., Allentown Pennsylvania 18109
and from LSI by directing such request to Investor Relations, LSI Logic Corporation, 1621 Barber
Lane, Milpitas, California 95035. The contents of the websites referenced above are not deemed to
be incorporated by reference into the Registration Statement or the Joint Proxy
Statement/Prospectus. Agere, LSI and their respective officers, directors and employees may be
deemed to be participants in the solicitation of proxies from their respective stockholders with
respect to the proposed transaction. Information regarding the interests of these officers,
directors and employees in the proposed transaction will be included in the Joint Proxy
Statement/Prospectus.
Cautionary Statement Regarding Forward-Looking Statements
This document contains forward-looking statements within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on
managements current expectations and beliefs and are subject to a number of factors and
uncertainties that could cause actual results to differ materially from those described in the
forward-looking statements. The forward-looking statements contained in this document include
statements about future financial and operating results; benefits of the transaction to customers,
shareholders and employees; potential synergies and cost savings resulting from the transaction;
the ability of the combined company to drive growth and expand customer and partner relationships
and other statements regarding the proposed transaction. These statements are not guarantees of
future performance, involve certain risks, uncertainties and assumptions that are difficult to
predict, and are based upon assumptions as to future events that may not prove accurate. Therefore,
actual outcomes and results may differ materially from what is expressed herein. For example, if
LSI and Agere do not each receive required shareholder approval or the parties fail to satisfy
other conditions to closing, the transaction will not be consummated. In any forward-looking
statement in which LSI or Agere expresses an expectation or belief as to future results, such
expectation or belief is expressed in good faith and believed to have a reasonable basis, but there
can be no assurance that the statement or expectation or belief will result or be achieved or
accomplished. The following factors, among others, could cause actual results to differ materially
from those described in the forward-looking statements: failure of the LSI and Agere shareholders
to approve the proposed merger; the challenges and costs of closing, integrating, restructuring and
achieving anticipated synergies; the ability to retain key employees; and other economic, business,
competitive, and/or regulatory factors affecting the businesses of LSI and Agere generally,
including those set forth in the filings of LSI and Agere with the Securities and Exchange
Commission, especially in the Risk Factors and Managements Discussion and Analysis of Financial
Condition and Results of Operations sections of their respective annual reports on Form 10-K and
quarterly reports on Form 10-Q, their current reports on Form 8-K and other SEC filings. LSI and
Agere are under no obligation to (and expressly disclaim any such obligation to) update or alter
their forward-looking statements whether as a result of new information, future events, or
otherwise.