Edgar Filing: ENTROPIC COMMUNICATIONS INC

425

MAXLINEAR TO ACQUIRE

ENTROPIC COMMUNICATIONS

February 3, 2015

E N V I S I O N I N G •

E M P O W E R I N G •

E X C E L L I N G

Filed by MaxLinear, Inc.

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: Entropic Communications, Inc.

Commission File No.: 001-33844

DISCLAIMER

Forward-Looking Statements

Non-GAAP Financial Measures

No Offer or Solicitation

This communication contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities

Litigation Reform Act of 1995, including statements with respect to the anticipated timing of the proposed merger; anticipated effects of

the proposed merger; prospects for the combined company, including expectations with respect to its market position and intellectual

property portfolio; the growth strategies of MaxLinear and expectations with respect to the growth strategies and addressable markets of

the combined company; expectations with respect to the products of the combined company after the proposed merger; anticipated

synergies to be realized from the proposed merger; and expectations for operating results of MaxLinear and Entropic for the quarter

ending March 31, 2015. These statements are based on management’s 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.

Forward-looking statements may contain words such as “will be,” “will,” “expected,” “anticipate,” “continue,” or similar expressions and

include the assumptions that underlie such statements. The following factors, among others, could cause actual results to differ

materially from those described in the forward-looking statements: failure of the MaxLinear or Entropic stockholders to approve the

proposed merger; failure to receive regulatory approvals; the challenges and costs of closing, integrating, restructuring, and achieving

anticipated synergies; the ability to retain key employees, customers and suppliers; and other factors affecting the business, operating

results, and financial condition of either MaxLinear or Entropic, including those set forth in the most recent Annual Reports on Form 10-K,

Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K reports filed by MaxLinear and Entropic, as applicable, with the

Securities and Exchange Commission (the “SEC”). All forward-looking statements are based on the estimates, projections, and

assumptions of MaxLinear or Entropic management, as applicable, as of the date hereof, and MaxLinear and Entropic are under no

obligation (and expressly disclaim any such obligation) to update or revise any forward-looking statements whether as a result of new

information, future events, or otherwise.

This communication may contain certain non-GAAP financial measures, which management believes are useful to investors and others

in evaluating business combinations. Further detail and reconciliations between the non-GAAP financial measures and the GAAP

financial measures are available in the Appendix to this Presentation.

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 with respect to the proposed merger or otherwise. No offer of securities shall be made except by means of a prospectus

meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

E N V I S I O N I N G •

E M P O W E R I N G •

E X C E L L I N G

DISCLAIMER

Additional Information and Where to Find It

In connection with the proposed merger, MaxLinear intends to file a registration statement on Form S-4 with the SEC, which will include

a preliminary prospectus and related materials to register the shares of MaxLinear Class A Common Stock to be issued in the proposed

merger, and MaxLinear and Entropic intend to file a joint proxy statement/prospectus and other documents concerning the proposed

merger

with

the

SEC.

INVESTORS

AND

SECURITY

HOLDERS

ARE

URGED

READ

THE

REGISTRATION

STATEMENT,

THE

JOINT PROXY STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC

CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT

MAXLINEAR, ENTROPIC, AND THE PROPOSED MERGER. Investors and security holders will be able to obtain free copies of the

registration statement and the joint proxy statement/prospectus (when they are available) and any other documents filed by MaxLinear

and Entropic with the SEC at the SEC’s website at www.sec.gov. They may also be obtained for free by contacting MaxLinear Investor

Relations at http://investors.maxlinear.com/, at IR@MaxLinear.com or by telephone at (760) 517-1112 or by contacting Entropic

Investor

Relations

http://ir.entropic.com/,

ir@entropic.com

telephone

(858)

768-3852.

The

contents

the

websites

referenced above are not deemed to be incorporated by reference into the registration statement or the joint proxy

statement/prospectus.

Participants in the Solicitation

Each of Entropic and MaxLinear 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 transactions contemplated by the merger agreement.

Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of MaxLinear or

Entropic

security

holders

connection

with

the

proposed

merger

will

set

forth

the

registration

statement

and

the

joint

proxy

statement/prospectus when filed with the SEC. Information regarding Entropic’s executive officers and directors is included in Entropic’s

Proxy

Statement

for

its

2014

Annual

Meeting

Stockholders,

filed

with

the

SEC

April

2014,

and

its

Current

Report

Form

8-K,

filed

with

the

SEC

November

10,

2014,

and

information

regarding

MaxLinear’

executive

officers

and

directors

included

MaxLinear’

Proxy Statement for its 2014 Annual Meeting of Stockholders, filed with the SEC on April 17, 2014 and its Current Report

on Form 8-K, filed with the SEC on December 16, 2014. Copies of the foregoing documents may be obtained as provided above.

Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of proxies

connection

with

the

proposed

merger,

and

description

their

direct

and

indirect

interests

the

proposed

merger,

will

set

forth

in the joint proxy statement/prospectus when it is filed with the SEC. The interests of those persons who may be deemed participants in

the solicitation may differ from the interests of Entropic stockholders or MaxLinear stockholders generally. These interests will be

described in the joint proxy statement/prospectus when it becomes available.

E N V I S I O N I N G •

E M P O W E R I N G •

E X C E L L I N G

AGENDA

•

Strategic Rationale

•

Moving forward …What is Our Business

Strategy

•

Our Culture

•

How Do We Win Together …Pack Your Beer!

E N V I S I O N I N G •

E M P O W E R I N G •

E X C E L L I N G

STRATEGIC RATIONALE

Strengthens and deepens analog / mixed-signal and RF

engineering expertise with complementary teams

Enhances position in connected home with MoCA and adds

leading signal processing technology for infrastructure markets

Greatly increases relevance to tier-1 customers

Strengthens IP position with extensive patent portfolio

Financially compelling: scale, synergies & non-GAAP EPS

accretion

E N V I S I O N I N G •

E M P O W E R I N G •

E X C E L L I N G

MAXLINEAR GROWTH STRATEGY

Increase Analog,

Mixed-Signal & RF

Content in Home

Connectivity &

Broadband Access

Diversify Across

Wired & Wireless

Communication

Network

Infrastructure

Drive Long-Term

Profitability and

Diversified Growth

E N V I S I O N I N G •

E M P O W E R I N G •

E X C E L L I N G

Telecom

Datacom

Wireless

Cable

EXPANDS REACH FROM THE CLOUD, INTO AND

THROUGHOUT THE CONNECTED HOME

Home Networking

Cable

Infrastructure

Optical Datacom &

Telecom Network

Wireless

Infrastructure

COMBINED CAPABILITIES

Full Spectrum

Capture

Mixed-Signal

Wideband

OFDM/OFDMA

Modem

High Speed

MAC H/W &

S/W

High Speed

MAC

Hi-Frequency

(0-to-90GHz)

Gigabit QoS

E N V I S I O N I N G •

E M P O W E R I N G •

E X C E L L I N G

ACQUISITION EXPANDS ANALOG / MIXED-

SIGNAL CONTENT IN BROADBAND & ACCESS

MoCA

Baseband

Processor

Cable, Satellite

& Access

RF Full

Spectrum

Capture

Frontend

PGA

WiFi

WiFi PA

Front End

MAXLINEAR

Analog /

Mixed-Signal

ENTROPIC

Mixed-Signal

Other RF /

Analog / Mixed

Signal

Digital

Baseband

E N V I S I O N I N G •

E M P O W E R I N G •

E X C E L L I N G

EXPANDING ADDRESSABLE MARKET THROUGH

ACQUISITIONS AND ORGANIC GROWTH

Note: Serviceable Addressable Market (SAM ) data based on internal MaxLinear management estimates.

$0.8B

$2.8B

MxL Baseline

Broadband SAM

SAM

($ in billions)

$0.0

$0.5

$1.0

$1.5

$2.0

$2.5

$3.0

2014

2018

Wireless Backhaul

Optical Datacom &

Telecom Networks

MoCA Connectivity

Broadband /

Media Access

E N V I S I O N I N G •

E M P O W E R I N G •

E X C E L L I N G

CULTURE

E N V I S I O N I N G •

E M P O W E R I N G •

E X C E L L I N G

“Company of the Engineers, by the

Engineers, and for the Engineers

shall

not perish from the earth”.

—Abraham Lincoln

E N V I S I O N I N G •

E M P O W E R I N G •

E X C E L L I N G

•

Excellence:

We strive for excellence in all we do through

innovation and creativity, speed and precision, persistence

and perseverance, patience and passion, open-mindedness

and critical thought, vigilance and hard work.

•

People:

We consider people our most valued asset. It is our

duty to ensure that each person achieves his or her full

potential and that we continue to aggressively pursue new

talent. We cultivate an environment that fosters respect,

leadership and teamwork.

•

Integrity:

We conduct our business with the utmost integrity,

honesty and ethical conduct to the benefit of all.

•

Compassion:

We are mindful that our existence is validated

by the needs of society. We will never forget to contribute to

the community of which we are a part.

OUR FOUNDING VALUES –

EPIC

E N V I S I O N I N G •

E M P O W E R I N G •

E X C E L L I N G

HOW DO WE WIN –

TOGETHER!

E N V I S I O N I N G •

E M P O W E R I N G •

E X C E L L I N G

E N V I S I O N I N G •

E M P O W E R I N G •

E X C E L L I N G

MEETING GOALS NEEDS A WINNING CULTURE!

•

Team Work –

Sticking up for the little guy!

•

Comprehensive Excellence –

Little things matter!

•

Caring –

Never walk past a mistake, right it!

•

Ownership –

If you have not done it, how can you offload!

•

Execution –

A game of inches! Focus on repeatability

HERE IS THE SECRET –

WHAT I TELL MY SON!

•Focus,

•Commitment,

•Hard Work, &

•

Self-Responsibility

E N V I S I O N I N G •

E M P O W E R I N G •

E X C E L L I N G

PACK YOUR BEER –

SAMUEL ADAMS!

•

“I have seen a lot of businesses go broke, and

they all had plenty of computers. Sounds like you

better put some cold beer in your briefcase and

go out and make some sales”

---

Jim Koch’s Uncle

•

“And that’s what I did …we focused on the

essentials: making great beer and working our

tails off to sell it …

Thirty years later, our strategy

is the same”

---

Jim Koch, Founder

E N V I S I O N I N G •

E M P O W E R I N G •

E X C E L L I N G

THANK YOU!

“Winning is the ultimate measure of

our human resource capital”

E N V I S I O N I N G •

E M P O W E R I N G •

E X C E L L I N G