RF Micro Devices, Inc. (Nasdaq: RFMD) and TriQuint
Semiconductor, Inc. (Nasdaq: TQNT) announced today that the
applicable waiting period under the U.S. Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the “HSR Act”), in
relation to the previously announced business combination between
RFMD and TriQuint, expired as of 11:59 p.m. EDT on June 13,
2014, with no action by the Federal Trade Commission or the
Department of Justice.
On February 24, 2014, RFMD and TriQuint announced that they had
entered into a definitive merger agreement under which the
companies will combine under a new holding company in an all-stock,
merger-of-equals transaction. Upon completion of the transaction,
RFMD shareholders will receive 0.2500 of a share of common stock of
the new holding company for each share of RFMD common stock, and
TriQuint shareholders will receive 0.4187 of a share of common
stock of the new holding company for each share of TriQuint common
stock. The companies anticipate that RFMD shareholders, on the one
hand, and TriQuint shareholders, on the other hand, will each hold
approximately 50% of the shares of common stock of the new holding
company issued and outstanding immediately after completion of the
transaction.
Completion of the HSR Act waiting period satisfies one of the
conditions required to finalize the transaction. The business
combination is still subject to approval by both TriQuint’s and
RFMD’s shareholders, other required regulatory approvals, and
customary closing conditions.
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 rfmd.com.
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.
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 may discuss the
anticipated manner, terms and conditions upon which the Business
Combination will be consummated, the future performance and trends
of the combined businesses, the synergies expected to result from
the Business Combination, and similar statements. Forward-looking
statements may contain words such as “expect,” “believe,” “may,”
“can,” “should,” “will,” “forecast,” “anticipate,” “intend” 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: the ability of the parties to
consummate the Business Combination in a timely manner or at all;
satisfaction of the conditions precedent to consummation of the
Business Combination, including the ability to secure regulatory
approvals in a timely manner or at all, and approval by RFMD’s
shareholders and TriQuint’s stockholders; the possibility of
litigation (including related to the transaction itself); RFMD and
TriQuint’s ability to successfully integrate their operations,
product lines, technology and employees and realize synergies from
the Business Combination; unknown, underestimated or undisclosed
commitments or liabilities; the level of demand for the combined
companies’ products, which is subject to many factors, including
uncertain global economic and industry conditions, demand for
electronic products and semiconductors, and customers’ new
technology and capacity requirements; RFMD’s and TriQuint’s ability
to (i) develop, deliver and support a broad range of products,
expand their markets and develop new markets, (ii) timely align
their cost structures with business conditions, and (iii) attract,
motivate and retain key employees; 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 or the solicitation of
any vote in any jurisdiction pursuant to the proposed transactions
or otherwise, 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, Rocky
Holding, Inc., a newly-formed holding company under RFMD
(“HoldCo”), has filed with the SEC a Form S-4 (the
“Registration/Joint Proxy Statement”) which includes a registration
statement and a preliminary prospectus with respect to HoldCo’s
shares to be issued in the Business Combination and a preliminary
joint proxy statement of TriQuint and RFMD in connection with the
Business Combination. This material is not a substitute for the
final Registration/Joint Proxy Statement regarding the proposed
Business Combination. The preliminary Registration/Joint Proxy
Statement contains, and the final Registration/Joint Proxy
Statement will contain, important information about the proposed
Business Combination and related matters. SECURITY HOLDERS ARE
URGED AND ADVISED TO READ THE REGISTRATION/JOINT PROXY STATEMENT
CAREFULLY. The Registration/Joint Proxy Statement and other
relevant materials and any other documents filed by HoldCo, 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/Joint Proxy
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/Joint Proxy 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.
Participants in the Solicitation
RFMD, TriQuint and HoldCo and their respective directors,
executive officers and various other members of management and
employees may be deemed to be participants in the solicitation of
proxies from RFMD’s shareholders in connection with the proposed
Business Combination. Information regarding the persons who may,
under the rules of the SEC, be deemed participants in the
solicitation of TriQuint or RFMD security holders in connection
with the proposed Business Combination is set forth in the
preliminary Registration/Joint Proxy Statement, and will also be
set forth in the final Registration/Joint Proxy Statement.
Information about TriQuint’s directors and executive officers is
set forth in TriQuint’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2013, which was filed with the SEC on
February 21, 2014, and its Amendment No. 1 to Annual Report on Form
10-K/A, which was filed with the SEC on April 10, 2014. These
documents are available free of charge at the SEC’s web site at
www.sec.gov, and 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 web site at www.triquint.com.
Information about RFMD’s directors and executive officers is set
forth in RFMD’s Annual Report on Form 10-K for the fiscal year
ended March 29, 2014, which was filed with the SEC on May 21, 2014.
These documents are available free of charge at the SEC’s web site
at www.sec.gov, and 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.
Additional information regarding the interests of these potential
participants in the solicitation of proxies in connection with the
proposed Business Combination is included in the preliminary
Registration/Joint Proxy Statement and the other relevant documents
filed with the SEC.
RFMD
TQNT-F
RFMDInvestor Contacts:Doug DeLieto, +1-336-678-7088VP, Investor
RelationsorTriQuint Semiconductor, Inc.Grant Brown,
+1-503-615-9413Director, Investor
Relationsgrant.brown@triquint.comorRFMDBrent Dietz,
+1-336-338-2711Director, Corporate
Communicationsbrent.dietz@rfmd.comorTriQuint Semiconductor,
Inc.Brandi Frye, +1-503-615-9488Sr. Director, Marketing
Commsbrandi.frye@triquint.com
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