GREENSBORO, N.C. and
HILLSBORO, Ore., Nov. 24, 2014 /PRNewswire/ -- RF Micro
Devices, Inc. (Nasdaq: RFMD) and TriQuint Semiconductor, Inc.
(Nasdaq: TQNT) today announced the two companies have received all
necessary shareholder and regulatory approvals to move forward with
their previously announced merger of equals and have set
Wednesday, December 31, 2014, as the
anticipated closing date for the transaction. Trading in the common
stock of the new combined company, Qorvo, Inc., is expected to
commence on the NASDAQ Global Select Market on January 2, 2015, under the stock ticker symbol
"QRVO."
TriQuint shareholders will receive 1.675 shares of Qorvo and
RFMD shareholders will receive 1 share of Qorvo for each TriQuint
or RFMD share held. At the closing of the transaction, the Company
will execute a one-for-four reverse stock split.
About TriQuint
Founded in 1985, TriQuint Semiconductor (NASDAQ: TQNT) is a
leading RF solutions supplier and technology innovator for the
world's top communications, defense and aerospace companies. People
and organizations around the world need real-time, all-the-time
connections; TriQuint products help reduce the cost and increase
the performance of connected mobile devices and the networks that
deliver critical voice, data and video communications. With the
industry's broadest technology portfolio, recognized R&D
leadership, and expertise in high-volume manufacturing, TriQuint
creates standard and custom products using gallium arsenide (GaAs),
gallium nitride (GaN), surface acoustic wave (SAW) and bulk
acoustic wave (BAW) technologies. The company has ISO9001-certified
manufacturing facilities in the U.S., production in Costa Rica, and design centers in North America and Germany. For more information, visit
www.triquint.com.
About RFMD
RFMD (Nasdaq: RFMD) is a global leader in the design and
manufacture of high-performance radio frequency solutions. RFMD's
products enable worldwide mobility, provide enhanced connectivity,
and support advanced functionality in the mobile device, wireless
infrastructure, wireless local area network (WLAN or Wi-Fi), cable
television (CATV)/broadband, Smart Energy/advanced metering
infrastructure (AMI), and aerospace and defense markets. RFMD is
recognized for its diverse portfolio of semiconductor technologies
and RF systems expertise and is a preferred supplier to the world's
leading mobile device, customer premises, and communications
equipment providers. RFMD is an ISO 9001-, ISO 14001-, and ISO/TS
16949-certified manufacturer with worldwide engineering, design,
sales and service facilities. For more information, please visit
RFMD's web site at www.rfmd.com.
Forward-Looking
Statements
This communication contains forward-looking statements, including
but not limited to those regarding the proposed business
combination between RF Micro Devices, Inc. ("RFMD") and TriQuint
Semiconductor, Inc. ("TriQuint") (the "Business Combination") and
the transactions related thereto. These statements discuss the
anticipated closing of the Business Combination, expected trading
of the combined company's common stock, and similar statements.
Forward-looking statements may contain words such as "expect,"
"believe," "may," "can," "should," "will," "forecast," "anticipate"
or similar expressions, and include the assumptions that underlie
such statements. These statements are subject to known and unknown
risks and uncertainties that could cause actual results to differ
materially from those expressed or implied by such statements,
including but not limited to: satisfaction of the conditions
precedent to consummation of the Business Combination, in a timely
manner or at all; and other risks described in RFMD's and
TriQuint's Securities and Exchange Commission ("SEC") filings. All
forward-looking statements are based on management's estimates,
projections and assumptions as of the date hereof. Neither RFMD nor
TriQuint undertakes any obligation to update any forward-looking
statements.
No Offer or
Solicitation
This
communication is for informational purposes only and is neither an
offer to purchase, nor a solicitation of an offer to sell,
subscribe for or buy any securities, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in
contravention of applicable law. 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.
Additional Information and Where to Find
It
In connection with the proposed Business Combination, Qorvo, Inc.,
a newly-formed holding company under RFMD ("Qorvo"), has filed with
the SEC a Form S-4 (the "Registration Statement"), which was
declared effective on July 30, 2014
and which includes a registration statement and a prospectus with
respect to Qorvo's shares to be issued in the Business Combination.
The Registration Statement contains important information about the
proposed Business Combination and related matters. SECURITY HOLDERS
ARE URGED AND ADVISED TO READ THE REGISTRATION STATEMENT CAREFULLY.
The Registration Statement and other relevant materials and any
other documents filed by Qorvo, RFMD or TriQuint with the SEC may
be obtained free of charge at the SEC's website, at www.sec.gov. In
addition, security holders of TriQuint will be able to obtain free
copies of the Registration Statement from TriQuint by contacting
Investor Relations by mail at TriQuint Semiconductor, Inc., 2300
N.E. Brookwood Parkway, Hillsboro,
Oregon 97124, Attn: Investor Relations Department, by
telephone at (503) 615-9413, or by going to TriQuint's Investor
Relations page on its corporate website at www.triquint.com; and
security holders of RFMD will be able to obtain free copies of the
Registration Statement from RFMD by contacting Investor Relations
by mail at RF Micro Devices, Inc., 7628 Thorndike Road Greensboro, North Carolina 27409-9421, Attn:
Investor Relations Department, by telephone at (336) 678-7088, or
by going to RFMD's Investor Relations page on its corporate web
site at www.rfmd.com.
RFMD
TQNT-F
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/rf-micro-devices-and-triquint-semiconductor-announce-closing-date-for-merger-300000166.html
SOURCE RF Micro Devices, Inc.; TriQuint Semiconductor, Inc.