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
LSI Logic Announces HSR Clearance to Merge with Agere Systems
MILPITAS, Calif., January 19, 2007 LSI Logic Corporation (NYSE: LSI) today announced that
the waiting-period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 with respect to
the proposed merger of LSI and Agere Systems Inc. (NYSE: AGR) has expired.
On December 4, 2006, LSI and Agere announced a definitive merger agreement under which the
companies will be combined in an all-stock transaction with an equity value of approximately $4.0
billion.
The transaction is subject to the approval of shareholders from both companies as well as customary
closing conditions and other regulatory approvals.
The company will provide an update on integration planning progress and expected closing during its
regularly scheduled earnings conference call and webcast on January 24, 2007 at 2 pm PST. For
access information, please visit http://www.lsi.com/investors.
About LSI Logic
LSI Logic Corporation (NYSE: LSI) is a leading provider of silicon-to-system solutions that
are used at the core of products that create, store and consume digital information. LSI offers a
broad portfolio of capabilities including custom and standard product ICs, host bus and RAID
adapters, storage area network solutions and software applications. LSI products enable leading
technology companies in the Storage and Consumer markets to deliver some of the most advanced and
well-known electronic systems in the market today. More information is available at www.lsi.com.
About Agere Systems
Agere Systems is a global leader in semiconductors and software solutions for storage,
mobility, and networking markets. The companys products enable a broad range of services and
capabilities, from cell phones, PCs, and hard disk drives to the worlds most sophisticated
wireless and wireline networks. Ageres customers include manufacturers of consumer electronics and
communications and computing equipment. Agere works to transform the performance of networks and
consumer electronics by integrating systems knowledge and leading technology that enable people to
stay connected perfecting the connected lifestyle. More information is available at
www.agere.com.
Additional Information and Where You Can Find It
This communication may be deemed to be solicitation material in respect of the proposed
transaction between Agere and LSI. In connection with the transaction, LSI will file a
registration statement on Form S-4 with the SEC containing a joint proxy statement/prospectus. The
joint proxy statement/prospectus will be mailed to the shareholders of LSI and Agere. Investors and
security holders of LSI and Agere are urged to read the joint proxy statement/prospectus when it
becomes available because it will contain important information about LSI, Agere and the proposed
transaction. The joint proxy statement/prospectus (when it becomes available), and any other
documents filed by LSI or Agere with the SEC, may be obtained free of charge at the SECs web site
at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents
filed with the SEC by LSI and Agere by contacting,
respectively, LSI Investor Relations by e-mail at investorrelations@lsi.com or by telephone at 1-800-433-8778 or by contacting Agere Investor
Relations by e-mail at investor@agere.com or by telephone at 1-800-372-2447. Investors and security
holders are urged to read the joint proxy statement/prospectus and the other relevant materials
when they become available before making any voting or investment decision with respect to the
proposed transaction.
LSI, Agere and their respective directors and executive officers may be deemed to be participants
in the solicitation of proxies from their shareholders in favor of the proposed transaction.
Information about the directors and executive officers of LSI and Agere and their respective
interests in the proposed transaction will be available 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.
Editors Notes:
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All LSI Logic news releases (financial, acquisitions, manufacturing,
products, technology etc.) are issued exclusively by PR Newswire and are
immediately thereafter posted on the companys external
website,http://www.lsi.com. |
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The LSI Logic logo design is a registered trademark of LSI Logic Corporation. |
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All other brand or product names may be trademarks or registered trademarks
of their respective companies. |