Filed by Integrated Device Technology, Inc.
Commission File No. 0-12695
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: Integrated Circuit Systems, Inc.
Commission File No. 0-19299
This filing relates to the proposed merger of Integrated Device Technology, Inc., a Delaware corporation (“IDT”) and Integrated Circuit Systems, Inc., a Pennsylvania corporation (“ICS”), pursuant to the terms of that certain Agreement and Plan of Merger, dated as of June 15, 2005, by and among IDT, Colonial Merger Sub I, Inc., a Pennsylvania corporation and wholly-owned subsidiary of IDT, and ICS.
Project “Golf”
Customer Briefing
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Agenda
The Announcement Strategic Motivations Post-Close IDT Overview Customer Benefits Transaction Steps
How to work with either of us until it closes
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Merged Company Overview
Overview
Merger of IDT and ICS
Combined company will maintain IDT’s name and ticker (IDTI) Combined revenues of $645MM (LTM 03/31/05) Headquartered in San Jose
Transaction Structure
IDT offers 1.3 shares of IDT common stock and $7.25 of cash for each share of ICS $1.7B deal value
Approximately 91MM shares and $550MM cash IDT/ICS shareholders to own 54% and 46%, respectively
Experienced Leadership
Chairman: Hock Tan (Current ICS CEO) Chief Executive Officer: Greg Lang (IDT) Chief Financial Officer: Clyde Hosein (IDT)
Governance
5 Board members from IDT, including Greg Lang 4 Board members from ICS, including Hock Tan
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Merger Rationale
Aggressively expand timing opportunity
Accelerate expansion of silicon replacements for crystal oscillators Grow share of silicon-based communications timing Largest silicon sub-segment
Cross-selling opportunities further drive revenue expansion
ICS presence in PC, Consumer as launch point for IDT technology IDT presence in Communications to accelerate adoption of ICS products
Deliver shareholder value
Manufacturing cost efficiencies through use of IDT Hillsboro Broad market exposure accelerates opportunities to invest in new markets Opportunity to increase R&D efforts into diversification, rather than replication of each other’s efforts
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IDT Provides Vital Semiconductor Solutions to Accelerate Innovation so our Customers can Create and Capitalize on Higher Value Networks
Unequalled Market Knowledge
Applications Expertise:
Systems level vision
Market-making innovations
Standards creation
Unrivalled Technology Delivery
Breadth of advanced, standards-based solutions:
Packet Processing
Serial Switching
High-speed buffering
Precision Timing
Responsible Innovation
Commitment to Customer Success:
25 years of technology leadership
Dependability, quality
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Stronger Service to Targeted Markets
MARKETS SERVED COMPUTING CONSUMER (including Peripherals) COMMUNICATIONS STORAGE DIMM
Applications PC platforms Games Enterprise SAN DDR1
Servers Digital Camera, Printers Wireless Wireline DDR2 FB-DIMM
LCD, DVD, HDTV
Key Products PCI-express switch and bridge products Low-cost, low-lead count clock devices Clocks Multi-port memory devices Clocks and registers
Clocks for all generations of Intel, AMD, SIS, VIA platforms Networks Search Engines Network search engines
Flow-control management devices Switch fabrics AMB Technology
Switch fabrics Clocks
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Multiple Market Platforms for Growth
FY05 $391M
Computing 13%
Other 8%
Comm 79%
LTM $254M
Consumer 16%
Other 9%
Comm 20%
Computing 55%
LTM $645M
Computing 28%
Consumer 6%
Other 9%
Comm 57%
*Figures above represent IDT management estimates, based on limited sample data
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The Merged Companies
A Global Force in Semiconductor Solutions
Hillsboro, OR
San Jose, CA
Headquarters
Tempe AZ
Ottawa
Worcester, MA
Auburn, NY
Norristown, PA
Atlanta, GA
Italy
Penang
Singapore
Shanghai
Sydney
Design Engineering Center Administrative/Sales/Marketing Center Wafer Fabrication Facility
Assembly/Test
The Merged Company
Benefits to Customers
IDT
– 25 years of IDM Quality & Reliability
– Market Knowledge
– Efficient Manufacturing
– Great Sales & Support Resource
ICS
– Timing Technology leadership
– Knowledge of Timing Market Needs
New IDT
– More R&D
– More Products
– Larger Scale
– Broader Market & Application Coverage
– Efficient, High Quality Mfg.
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Next Steps (Projected)
Jun
Announcement of merger
Jun- Jul
File form S-4 / Proxy statement with SEC HSR review
Aug-Sep
SEC filings declared effective
Sep-Oct
Shareholder meeting
CYQ4
Close merger
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What do we do now?
Continue to work with your existing, Disti, Rep, Sales person until close More details to follow
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Summary
Better serving the customer needs by:
– Delivering a broader range of technology and systems competency to meet customers’ increasing needs
– Increased mixed signal capability and increased corporate focus on timing solutions computing, communications and consumer market segments
– Increased R&D for developing tomorrow’s technologies with reduced cost impact for our customers by avoiding duplicative efforts
– Combining ICS’s wealth of experience with IDT’s technology & manufacturing capability
A strategically and financially compelling company combination
– Leadership in technology
– Strong customer relevance
– Strong balanced management team
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Backup
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About ICS
Founded in 1976; IPO in 2000 (Nasdaq: ICST)
Worldwide leader of silicon timing devices focused on Computing, Communication and Digital Consumer applications
– Delivered over 160M PC Clocks in 2004
– Leading clock supplier to enterprise networking/storage
– Growing Presence in Game Console, handset and DTV
Has developed approx. 1,800 new products and selling to over 1,000 OEM customers in the past three years
– Marquee customers in an expanding industry
Combines big company quality/technology with small company nimbleness
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ICS
Worldwide Presence
San Jose, CA
Tempe, AZ
Worcester, MA
Auburn, NY
Norristown, PA Headquarters
Singapore
Design Engineering Center Administrative/Sales/Marketing Center Wafer Fabrication Facility
Assembly/Test
ICS Organization Chart
ICS Hock Tan CEO
FTG
MICROCLOCK
NETCOM
VIDEO
MILITARY
SALES
OPERATIONS
QA
FINANCE
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IDT Today
Worldwide Presence
Hillsboro
San Jose Headquarters
Ottawa
Atlanta
Italy
Penang
Shanghai
Singapore
Sydney
Design Engineering Center Administrative/Sales/Marketing Center Wafer Fabrication Facility
Assembly/Test
IDT Organization Chart
President & CEO
Greg Lang
IPC Division
Serial SW Division
FCM Division
Timing Division
Telecom Division
Office of the CTO
Manufacturing
Sales
Corporate Marketing
Chief Financial Officer Clyde Hosein
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Safe Harbor Statement
This filing contains, in addition to statements of historical fact, certain forward-looking statements. These forward-looking statements relate to the proposed merger and the combined company and involve risk and uncertainty. Actual results could differ from those currently anticipated due to a number of factors, including those mentioned in documents filed with the Securities and Exchange Commission by both IDT and ICS. Forward-looking statements are based on information available to management at the time, and they involve judgments and estimates. There can be no assurance as to the timing of the closing of the merger, or whether the merger will close at all, or that the expected synergies and cost savings will be realized. Factors that could cause results to differ from expectations include: the ability to obtain governmental approvals of the transaction on the proposed terms and schedule; the failure of IDT and ICS stockholders to approve the transaction; the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; transaction costs; the level of market demand for the products of the companies; competitive pressures; economic conditions in the U.S. and other countries where the companies operate; information technology spending; technological obsolescence; industry competition; and other specific factors discussed in IDT’s and ICS’s most recent Annual Reports on Form 10-K and IDT’s and ICS’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. IDT and ICS assume no responsibility to update any forward-looking statements as a result of new information or future developments.
Participants in the Transaction
IDT, ICS and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from their respective stockholders with respect to the proposed transaction. Information about the directors and executive officers of IDT and their ownership of IDT shares is set forth in the proxy statement for IDT’s 2004 annual meeting of stockholders. Information about the directors and executive officers of ICS and their ownership of ICS stock is set forth in the proxy statement for ICS’s 2004 annual meeting of stockholders. Investors may obtain additional information regarding the interests of such participants by reading the joint proxy statement/prospectus when it becomes available.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there by any sale of securities in any jurisdiction in which such solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
Additional Information And Where To Find It
IDT and ICS intend to file a registration statement on Form S-4 containing a joint proxy statement/prospectus in connection with the transaction. Investors and security holders are urged to read these filings when they become available because they will contain important information about IDT, ICS and the proposed merger. Investors and security holders may obtain free copies of these documents (when they are available) and other documents filed with the Securities and Exchange Commission at the Securities and Exchange Commission’s web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the Securities and Exchange Commission by IDT by contacting IDT Investor Relations. Investors and security holders may obtain free copies of the documents filed by ICS by contacting ICS Investor Relations.