![]() 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 Slide -
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(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 couldnt 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 Slide -
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 Slide
-
4
(v7)
Lam + Novellus = A Powerful Combination
Novellus is a $1.5 billion leader in deposition and surface preparation technologies
Novellus
strengths complement Lams 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 Slide -
5
(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 |
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Research Confidential Slide -
6
(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 Slide -
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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
|
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Research Confidential Slide -
8
(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 |
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Research Confidential Slide -
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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 Slide -
10
(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 |
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Research Confidential Slide -
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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 Slide -
12
(v7)
Where Can I Find More Information?
A link to resources for employees can be found on Lams 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 Slide -
13
(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 Slide -
15
(v7)
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
SECs website at http://www.sec.gov, and at the companies websites at
www.lamresearch.com and www.novellus.com, respectively. |
![]() Lam
Research Confidential Slide -
16
(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 Companys
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
Lams
or
Novellus
operations;
(iii)
the
effects
of
government
regulation
on
Lams,
Novellus
or the Merged Companys 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 Lams 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 Lams 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 Companys products; the
ability to defend the Merged Companys 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 Companys 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
Companys
accruals relating to them); access to capital markets; the ability to manage and grow the
Merged Companys cash position; (continued on next page)
|
![]() Lam
Research Confidential Slide -
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(v7)
Cautions Regarding Forward-Looking Statements
(continued from prior page) the sufficiency of the Merged Companys 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 governments inability to guarantee the underlying
securities; the inability to enforce the Merged Companys patents and protect its
trade secrets; and other risks and uncertainties, including those detailed from
time to time in Lams 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 Slide -
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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
Lams 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. |

















