Investor Presentation
July 2008
Creating a New Global Leader in
Semiconductor Solutions for
Next-Generation Converged
Wireline
/ Wireless Networks
Filed by TranSwitch
Corporation
Pursuant to Rule 425 under the
Securities Act of 1933 and deemed
Filed pursuant to Rule 14a-12 of
The Securities Exchange Act of 1934
Subject Company: Centillium
Communications, Inc.
Commission File No.: 000-30649


2
Information set forth in this communication contains forward-looking statements, which involve a number of risks
and uncertainties. Such forward-looking statements include, but are not limited to, statements about the timing of the
completion of the transaction, the anticipated benefits of the transaction, including future financial and operating results and
estimated cost savings and synergies, and other statements that are not historical facts. TranSwitch and Centillium caution
readers
that
any
forward-looking
information
is
not
a
guarantee
of
future
performance
and
that
actual
results
could
differ
materially from those contained in the forward-looking information due to various risks and uncertainties.
These
include
risks
and
uncertainties
relating
to:
the
parties’
potential
inability
to
complete
the
transaction
because conditions to the closing of the transaction may not be satisfied; the risk that the businesses will not be integrated
successfully and without delay; the risk that the transaction may involve unexpected costs or unexpected liabilities;
uncertainties concerning the effect of the transaction on relationships with customers, employees and suppliers of either or both
companies; risks associated with downturns in economic conditions generally and in the telecommunications and data
communications markets and the semiconductor industry specifically; risks in product development and market acceptance of,
and
demand
for,
both
companies
products
and
products
developed
by
the
companies’
customers;
risks
relating
to
TranSwitch's
indebtedness; risks of failing to attract and retain key managerial and technical personnel; risks associated with foreign sales
and high customer concentration; risks associated with competition and competitive pricing pressures; risks associated with
investing
in
new
businesses;
risks
of
dependence
on
third-party
VLSI
fabrication
facilities;
risks
related
to
intellectual
property
rights and litigation; risks in technology development and commercialization. The risks included above are not exhaustive. The
annual reports on Form 10-K, the quarterly reports on Form 10-Q, current reports on Form 8-K, any amendments thereto, and
other documents TranSwitch and Centillium have filed and will file with the SEC contain additional factors that could impact the
company’s businesses and financial performance. TranSwitch and Centillium expressly disclaim any obligation or undertaking
to release publicly any updates or revisions to any such statements to reflect any change in expectations or any change in
events, conditions or circumstances on which any such statement is based.


3
Important Information for Investors and Stockholders
TranSwitch expects to file a SEC Registration Statement on Form S-4, and TranSwitch and Centillium will file a proxy
statement/prospectus with the SEC, in connection with the proposed merger. TRANSWITCH AND CENTILLIUM URGE
INVESTORS AND STOCKHOLDERS TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES
AVAILABLE
AND
ANY
OTHER
RELEVANT
DOCUMENTS
FILED
BY
EITHER
PARTY
WITH
THE
SEC
BECAUSE
THEY
WILL CONTAIN IMPORTANT INFORMATION. Investors and stockholders will be able to obtain the proxy
statement/prospectus
and
other
documents
filed
with
the
SEC
free
of
charge
at
the
website
maintained
by
the
SEC
at
www.sec.gov. In addition, documents filed with the SEC by TranSwitch will be available free of charge on the investor relations
portion of the TranSwitch website at www.transwitch.com. Documents filed with the SEC by Centillium will be available free of
charge on the investor relations portion of the Centillium website at www.centillium.com.
Participants in the Solicitation
This communication is not a solicitation of a proxy from any security holder of Centillium. However, Centillium, and certain of its
directors and executive officers, may be deemed participants in the solicitation of proxies from the stockholders of Centillium in
connection with the merger. The names of Centillium's directors and executive officers and a description of their interests in
Centillium (including their ownership of Centillium stock) are set forth in the proxy statement for Centillium's 2008 annual
meeting of stockholders, which was filed with the SEC on April 29, 2008. Investors and stockholders can obtain more detailed
information regarding the direct and indirect interests of Centillium's directors and executive officers in the merger by reading
the definitive proxy statement/prospectus when it becomes available.


4
A Winning Combination that Creates a
New Global Communications IC Leader!
Increased Scale
$10.5 Million of Identified Synergies
Improved Profitability and Operating Leverage
Strong Position in High Growth Segments: Carrier
Ethernet, Broadband Access, VoIP and PON
Major Beneficiary of High Profile Global Projects: UK,
Korea, China, India and now Japan


Excellent
Strategic
Fit!
“Right sized”
relative to each other
Both are in high-growth markets
Complementary technology and product lines
Complementary and overlapping customer bases
5


Two Comparable Sized Companies…
6
Centillium is “just the right size”
Large enough to provide meaningful scale
But small enough to be easily integrated
Size:
Excellent Fit
$22.5
(3)
12.6
(3)
$30.1
18.3
Last Quarter, Annualized
(1)
Revenue
Gross Profit
$49.9
39.9
1.3
$62.9
30.8
25.0
Balance Sheet
(1)
Total Assets
Cash
(2)
Debt
(in millions)
(1)
Per 10-Q for quarter ending 3/31/08.
(2)
Includes cash, cash equivalents and marketable securities.
(3)
Adjusted for sale of DSL business.


with Complementary Customer Bases ...
7
The two companies have overlapping customer bases
Customer Universe:  Excellent Strategic Fit


8
(1) Excludes DSL revenue
Optical
Transport
62%
Broadband
Access
26%
Carrier Ethernet
8%
Non-Telecom
4%
2007 Revenue
$32.6 million
2007 Revenue
$15.3 million
Broadband
Access
0%
FTTP
39%
VoIP
61%
Transport
0%
Non-Telecom
0%
Carrier Ethernet
0%
(1)
The companies have complementary product lines with no overlap
Opportunity for $10.5 million synergy in COGS, R&D, G&A,
Marketing and Sales
and Complementary Product Lines …
Product Lines:  Excellent Strategic Fit


Focused on High Growth Markets
0
100
200
300
400
500
600
700
800
900
1000
2006
2007
2008
2009
2010
Infrastructure
CPE
FTTP
V o IP
0
10
20
30
40
50
60
70
80
90
2005
2006
2007
2008
2009
2010
2011
2012
VoIP Port Shipments
(Worldwide)
FTTP Households
Connected
(Worldwide)
Source: In-Stat, December 2006
Source: Heavy Reading Worldwide FTTH Update, February 2008
Broadband Access
Carrier Ethernet
Source: Insight Research, 2008
Market Focus:  Excellent Strategic Fit
0
1
2
3
4
5
6
2005
2006
2007
2008
2009
2010
2011
2012
0
50
100
150
200
250
300
350
400
450
500
2006
2007
2008
2009
2010
Source: UBS Global Telebits 2008
Carrier Ethernet
Service Revenues
(Worldwide)
Broadband Access
Subscribers
(Worldwide)
9


Transaction Overview
Transaction
Consideration
TranSwitch will purchase Centillium in a stock and cash
transaction valued at $42.8 million at the time of
announcement
$15 million cash
25 million shares of TranSwitch stock
TranSwitch will have a net increase in cash of ~ $8 million after
all restructuring and transactions costs
Pro Forma Ownership
TranSwitch shareholders retain 84% of the combined company
Centillium shareholders will own 16%
Anticipated Close
Fourth Quarter 2008
Conditions to Close
Centillium shareholder approval
Customary closing conditions
10


A Highly Accretive Transaction
Identified cost synergies of $10.5 million in 2009
Transaction accretive within one quarter of closing
Cross-selling opportunities provide additional upside
Integration risk is low, and can easily be mitigated
11


Centillium
was forecast to lose $3.3 million on revenues of $34.8 million
Current Analyst Estimate for Centillium 
12
Most recent analyst estimate for Centillium
Michael Coady (B. Riley & Co., May 13, 2008)
$
$
$
$
$
$
$
$


13
* Revenue and expense estimate for Centillium
Michael Coady (B. Riley & Co., May 13, 2008)
Pro Forma Centillium Post Transaction
Synergy –
Cost Reductions      2,476           2,551                    
2,800                       10,556
Operating Income
$ 1,134      $
1,513 
$
2,517                     $
7,208
after Synergy
(1)
*
$
$
$
$
$
$
$
$
(1)
Excludes restructuring and amortization costs.
After identified synergies, the Pro Forma Centillium
should earn $7.2 million!
2,729
$ 2,044


Deal Synergies
14
Anticipated immediate realization of $10.5 million expense reductions in 2009 by:
Eliminating
duplicative
public
company
expenses
(audit
and
legal
fees,
board
compensation,
Sarbanes-Oxley compliance)
Reduction of facilities and occupancy costs
Canceling duplicative software tool licenses
Rationalizing redundant skill sets
Aligning the combined company’s product roadmap
Significant gross margin improvement due to added purchasing power
TranSwitch and Centillium use the same wafer and packaging vendors
Operations and logistics costs can be further rationalized
Transaction results in significant 2009 Cash Flow Accretion


15
Industry leading VoIP and PON products added to portfolio
Atlanta :  
Internet Telephony’s 2005 Product of the Year award
analogZONE’s 2005 Best VoIP Product of the Year
Entropia III-C:
Internet Telephony’s 2007 Product of the Year Award
Mustang
Designed into two key ONU platforms for NTT’s massive FTTH deployment
Incremental revenue stream from established design wins
$22 M/yr run rate in 2008
Significant growth in 2009 as major carrier deployments ramp
Adds $8 million cash to balance sheet
Net of all transaction and restructuring costs
Talented and motivated employees with complementary skill sets
Development team in India
Strong worldwide Sales team
Attractive for TranSwitch …


Example:  Centillium
is Well Positioned in Japan
Centillium products will be at the heart of a massive          
$47 billion infrastructure upgrade in Japan
Over 20 million FTTH subscribers are targeted by 2010
The Mustang chip will be at the heart of the OKI platforms     
that are being deployed
Already shipped several million dollars of product
Designed into a second vendor’s platform as well
Deployment set to accelerate
We expect a greater than 40% share starting in mid 2009
Potential of > $100 million in revenues over five year deployment!
16


17
Immediate and significant merger premium
Equity upside in a larger, stronger combined company
Significant exposure to major funded deployments worldwide
UK’s massive network infrastructure project with design wins at Fujitsu,
ADVA and Ericsson
China Telecom’s network upgrade with design wins at Alcatel
Korea Telecom’s network upgrade with design wins at Woorinet, Coweaver, 
Neowave and Kisantel
BSNL’s cellular expansion with design wins at Tejas and UTL
AT&T / Verizon Ethernet deployments with design wins at Cisco and Adtran
Also Very Attractive for Centillium …
TranSwitch
has strong organic growth potential!


Example:  TranSwitch is Well Positioned in the UK
TranSwitch products will be at the heart of a massive          
$20 billion infrastructure project in the UK
Over 30 million broadband and voice lines are targeted for
upgrade by 2012
Etherphast-48, VTXP-48, VTXP-12, OED-155, Envoy-2GE,          
OED-155 and PHAST-12N chips will be at the heart of the        
Fujitsu platforms that will be deployed
Already shipped several million dollars of product
Deployment set to accelerate
We expect a major share of 30 million lines
Potential of > $100 million in revenues!
18


A Low Risk Transaction …
19
Integration risk is low, because TranSwitch and Centillium have many
elements in common:
High overlap in major customers
Same technology and major suppliers
Business processes are very similar and well understood
Similar corporate culture
Centillium CEO to join TranSwitch Board
Risk of achieving cost synergies is minimal because:
More than 90% of targeted expense savings should be implemented by                      
March 2009
After the restructuring, Centillium will be breakeven at a quarterly                        
revenue level of just $6.5 million!


Summary
20
This is a very positive transaction for both companies!
Combination creates a new global leader in Communications Semiconductors
$10.5 million of expense reduction synergies for 2009 have already been
identified
The transaction is accretive within one quarter of closing
The combined company is well positioned in multiple high growth segments
of the telecom market
TranSwitch
is
well
positioned
in
the
UK
Centillium
is well positioned in Japan
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