UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 17, 2014
TriQuint Semiconductor, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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000-22660
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95-3654013
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(State or other jurisdiction
of incorporation)
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(Commission
File No.)
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(IRS Employer
Identification No.)
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2300 N.E. Brookwood Parkway, Hillsboro, Oregon 97124
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(Address of principal executive offices) (Zip Code)
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(503) 615-9000
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
x
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01. Other Events.
On June 17, 2014, TriQuint Semiconductor, Inc. (
TriQuint
) and RF Micro Devices, Inc. (
RFMD
) announced 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.
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 TriQuints stockholders and RFMDs shareholders, other required regulatory approvals, and customary closing
conditions.
Forward-Looking Statements
This
communication contains forward-looking statements, including but not limited to those regarding the proposed business combination between RFMD and 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
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 RFMDs shareholders and TriQuints stockholders; the possibility of litigation (including related to the transaction itself); RFMD and TriQuints 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; RFMDs and
TriQuints 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 RFMDs and TriQuints Securities and Exchange Commission (
SEC
) filings. All forward-looking statements are based on managements 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 HoldCos 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 SECs 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 TriQuints 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 RFMDs 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 RFMDs 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 TriQuints directors and executive officers is set forth in TriQuints 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 SECs 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 TriQuints Investor Relations page on its corporate web site at
www.triquint.com. Information about RFMDs directors and executive officers is set forth in RFMDs 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 SECs 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 RFMDs 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.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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Exhibit
No.
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Description
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99.1
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Press Release dated June 17, 2014.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: June 17, 2014
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TRIQUINT SEMICONDUCTOR, INC.
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By:
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/s/ Steven J. Buhaly
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Steven J. Buhaly
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Chief Financial Officer, Vice President of Finance and Secretary
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EXHIBIT INDEX
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Exhibit
No.
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Description
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99.1
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Press Release dated June 17, 2014.
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