The ability of Holdco, in its sole discretion as the general partner of Holdco LP, to cause Holdco LP to repurchase Restricted Exchangeable Units for cash could result in, among other things, tax consequences that differ from those that would have resulted if the holder of such Restricted Exchangeable Units had received Holdco Ordinary Shares. Uncertainty about the Transactions may adversely affect the relationships of Avago and Broadcom with their respective customers, suppliers and employees, whether or not the Transactions are completed. For more information regarding the U. Both Avago and Broadcom operate in the European Union. Quorum and Votes Required. However, any gains derived by any person from the disposal of the Avago Ordinary Shares which are gains from any trade, business, profession or vocation carried on by that person, if accruing in or derived from Singapore, may be taxable as such gains are considered income in nature.
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Can I make a different election with respect to different blocks e. If Holdco were to be treated as a U.
Structure of the Avago Scheme. Companies in technology industries are particularly vulnerable to this kind of litigation due to the high volatility of their share prices. Total cost of products sold.
Uncertainty about the Transactions may adversely affect the relationships of Avago and Broadcom with their respective customers, suppliers and employees, whether or not the Transactions are completed. Questions and Answers for Avago Shareholders. For Avago, this has included evaluation of potential acquisitions of other companies or their assets.
Termination Fees; Effect of Termination page An active trading market for the Restricted Exchangeable Units is not expected to develop. McGregor that he intended to discuss a possible strategic transaction with Broadcom with the Company A board of directors and to follow up with Mr. Similarly, changing its products or processes to avoid infringing the rights of others may be costly or impractical.
Failure to submit a proxy card will make it more difficult for Avago to achieve the requisite thresholds it needs for approval of the Avago Scheme Proposal and the Equity Issuance Proposal. Although each Broadcom Shareholder may elect to receive all cash or all Holdco Ordinary Shares in the Transactions, such elections are subject to proration procedures as set forth in the Merger Agreement.
To date, Holdco LP has not conducted any activities other than those incident to its formation, the execution of the Merger Agreement and the taking of certain steps in connection thereto, including the preparation of applicable filings under the U. The ability of Holdco, in its sole discretion as the general partner of Holdco LP, to cause Holdco LP to repurchase Restricted Exchangeable Units for cash could result in, among other things, tax consequences that differ from those that would have resulted if the holder of such Restricted Exchangeable Units had received Holdco Ordinary Shares.
In addition, the IRS has announced that it will promulgate new rules, which, in that situation, may limit the ability to restructure the non-U.
Provision for benefit of income taxes 8. How do Broadcom shareholders make an election? The Transactions could have an adverse effect on the Avago and Broadcom brands. Treasury Regulations have not yet been issued and their scope and precise effect are unclear, but they would likely have the effect of increasing the Section Percentage.
New York, New York There can be no assurance that antitrust regulators will not impose unanticipated conditions, terms, obligations or restrictions and that such conditions, terms, obligations or restrictions will not have the effect of delaying completion of the Transactions or imposing additional costs on or limiting the revenues of broadcok combined company following the completion of the Transactions and which may adversely affect the financial position and prospects of the combined company and its ability to achieve the cost savings and other synergies projected to result from the Transactions.
Will holders of Restricted Exchangeable Units be entitled to receive distributions? Information Brkadcom the Companies.
Broadcom shareholders of record may revoke their proxies at any time before their Broadcom Common Shares are voted at the Broadcom Special Meeting in any of the following ways:. The approval of the Equity Issuance Proposal requires the affirmative vote of the holders of a majority of the Avago Ordinary Shares present and entitled to vote either in person or by proxy at the Avago Court Meeting.
Table of Contents shareholders may have more difficulty in protecting their interest in connection with actions taken by Holdco management or members of the Holdco board of directors than they would as shareholders of a corporation incorporated in the United States.
Avago and Broadcom derive revenues in other jurisdictions where merger or acquisition control filings or clearances are or may be required. The limitation of liability conferred under the Cayman Limited Partnerships Act may be ineffective outside the Cayman Islands except to the extent it is given extra-territorial recognition or effect by the laws of other jurisdictions. Amortization of purchased intangible assets 2. Avago and Broadcom cannot predict whether and when these other conditions will be satisfied.
Broadcom BCM SoC – Tech
Two directors of Holdco will be designated by Avago from the Broadvom board of directors prior to the closing of the Transactions. At the meeting, Dr.
Avago pays quarterly dividends with respect to Avago Ordinary Shares. Statement of Operations Data: Additionally, if the Transactions are not completed and the Merger Agreement is.