SHANGHAI, Dec. 23, 2013 /PRNewswire/ -- Tsinghua Unigroup
Ltd. ("Tsinghua Unigroup"), an operating subsidiary of Tsinghua
Holdings Co., Ltd., a solely state-owned limited liability
corporation funded by Tsinghua University in China, and Spreadtrum Communications, Inc.
(NASDAQ: SPRD; "Spreadtrum" or the "Company"), a leading fabless
semiconductor provider in China
with advanced technology in 2G, 3G and 4G wireless communications
standards, today jointly announced the completion of the
approximately US$1.7 billion merger
of Spreadtrum with an affiliate of Tsinghua Unigroup (the "Merger")
as contemplated by the previously announced agreement and plan of
merger, dated as of July 12, 2013
(the "Merger Agreement"), between Tsinghua Unigroup and
Spreadtrum.
Under the terms of the Merger Agreement, which was approved by
the Company's shareholders at an extraordinary general meeting held
on September 4, 2013, each of the
Company's ordinary shares (each, an "Ordinary Share"), including
Ordinary Shares represented by American Depositary Shares, each
representing three Ordinary Shares (the "ADSs"), issued and
outstanding immediately prior to the effective time of the Merger,
have been cancelled in exchange for the right to receive ten and
one-third U.S. dollars (US$10.33) per
Ordinary Share, or thirty-one U.S.
dollars (US$31.00) per ADS
(less US$0.05 per ADS cancellation
fees), in each case in cash without interest and net of any
applicable withholding taxes, except for (i) Ordinary Shares held
by the Company as treasury shares, (ii) Ordinary Shares owned by
holders who have validly exercised and not effectively withdrawn or
lost their appraisal rights pursuant to Section 238 of the Cayman
Islands Companies Law, as amended, and (iii) Ordinary Shares held
by Citibank, N.A., in its capacity as ADS depositary (the "ADS
Depositary"), that underlie ADSs reserved (but not yet allocated)
by the Company for issuance upon the exercise of any options or
settlement of any restricted share units of the Company under its
share incentive plans.
Holders of Ordinary Shares of record as of the effective time of
the Merger who are entitled to the Merger consideration will
receive a letter of transmittal and instructions on how to
surrender their share certificates in exchange for the Merger
consideration. Holders of Ordinary Shares should wait to receive
the letter of transmittal before surrendering their share
certificates. For any questions relating to the share certificate
surrender and payment procedures, holders of Ordinary Shares of
record may contact Citibank, N.A., in its capacity as the paying
agent (the "Paying Agent"), at 1-877-498-5424 (U.S. and
Canada) or 1-781-930-4925 (outside
of the U.S. and Canada). Regarding
ADS holders, payment will be made to holders of ADSs after the ADS
Depositary receives the Merger consideration from the Paying
Agent.
"The completion of the Merger is an important milestone for
Spreadtrum and the semiconductor industry in China," commented Jinghong Xu, Chairman of Tsinghua Holdings Co.,
Ltd. He continued, "Spreadtrum's joining Tsinghua will
significantly enhance Tsinghua's position in the communications,
semiconductor and technology industries. The transaction will
have a positive impact on the landscape of those industries
domestically and globally. In reaching its current position,
Spreadtrum has benefited greatly from investment policies available
to businesses in Shanghai. Tsinghua will continue to make
investments in Shanghai, and we
believe that Spreadtrum, as a member of the Tsinghua's overall
industrial group, will grow even stronger in Shanghai."
Weiguo Zhao, Chairman and
President of Tsinghua Unigroup, said, "We appreciate the
considerable support that we have received from our government and
various partners in connection with the Merger. In line with the
strategic planning of Tsinghua University and Tsinghua Holdings, we
look forward to working closely with Spreadtrum's outstanding
management team and employees to advance the semiconductor industry
in China."
"We are pleased to become a member of the Tsinghua family,"
commented Dr. Leo Li, Chairman and
Chief Executive Officer of Spreadtrum. "With the continuing support
of Shanghai, we look forward to
increasing our growth by leveraging Tsinghua University's
innovative resources as well as the overall advantages of
Tsinghua's industrial group."
Morrison & Foerster LLP served as legal advisor, and Credit
Suisse served as financial advisor, to Tsinghua Unigroup. Kilometre
Capital served as strategic consultant to Spreadtrum. Fenwick &
West LLP served as legal advisor to Spreadtrum, and Morgan Stanley
Asia Limited served as financial advisor to the Board of Directors
of Spreadtrum. China Export and Import Bank and China
Development Bank provided acquisition financing to Tsinghua
Unigroup.
The Company also announced that it has requested that trading of
its ADSs on the Nasdaq Global Select Market ("Nasdaq") be
suspended. The Company requested Nasdaq to file a Form 25 with the
United States Securities and Exchange Commission (the "SEC") to
delist the Company's ADSs and deregister the Company's registered
securities. The deregistration will become effective in 90 days
after the filing of Form 25 or such shorter period as may be
determined by the SEC. The Company intends to suspend its reporting
obligations under the Securities Exchange Act of 1934, as amended,
by filing a Form 15 with the SEC in 10 days. The Company's
obligations to file with the SEC certain reports and forms,
including Form 20-F and Form 6-K, will be suspended immediately as
of the filing date of the Form 15 and will terminate once the
deregistration becomes effective.
About Tsinghua Unigroup Ltd.
Tsinghua Unigroup Ltd. ("Unigroup") is an operating subsidiary
of Tsinghua Holdings Co., Ltd., a solely state-owned limited
liability corporation funded by Tsinghua University in China. Tsinghua Holdings Co., Ltd. is the
controlling shareholder of Unigroup. The other shareholder is
Beijing Jiankun Investment Group Co. Ltd. Unigroup's business lines
include high-technology, bio-technology, science park development,
and urban infrastructure construction.
About Spreadtrum Communications, Inc.
Spreadtrum Communications, Inc. (NASDAQ: SPRD; "Spreadtrum") is
a fabless semiconductor company that develops mobile chipset
platforms for smartphones, feature phones and other consumer
electronics products, supporting 2G, 3G and 4G wireless
communications standards. Spreadtrum's solutions combine its highly
integrated, power-efficient chipsets with customizable software and
reference designs in a complete turnkey platform, enabling
customers to achieve faster design cycles with a lower development
cost. Spreadtrum's customers include global and China-based manufacturers developing mobile
products for consumers in China
and emerging markets around the world. For more information, visit
www.Spreadtrum.com.
Safe Harbor Statement
This press release and related Company disclosures may include
certain statements that are not descriptions of historical facts,
but are forward-looking statements. Such statements include, among
others, those concerning expected benefits and costs of the Merger;
management plans relating to the Merger; as well as all
assumptions, expectations, predictions, intentions or beliefs about
future events. Forward-looking statements can generally be
identified by the use of forward-looking terminology such as
"anticipate," "proposed," "will," "intend," "may," "believes,"
"expects" or similar expressions. These forward-looking statements
reflect the Company's expectations as of the time of this press
release. You should not rely upon these forward-looking statements
as predictions of future events. The Company undertakes no
obligation, other than that imposed by law, to update these
statements.
SOURCE Spreadtrum Communications, Inc.