Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
July 28 2014 - 3:46PM
Edgar (US Regulatory)
Filed by TriQuint Semiconductor, Inc.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: RF Micro Devices, Inc.
Commission File No.: 000-22511
Date:
July 28, 2014
TRIQUINT EMPLOYEE FREQUENTLY ASKED QUESTIONS
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Question
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Answer
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What is the current status of the merger-related litigation?
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We continue to believe these lawsuits have no merit. The Delaware court recently denied the plaintiffs motion for expedited proceedings, which means the Delaware litigation will not prevent us from proceeding to a
stockholder vote to approve the transaction. We are still waiting on a ruling for our motion to dismiss the Oregon lawsuits. Please refer to the Litigation Relating to the Mergers disclosure on pages 134-135 of the Registration Statement
on Form S-4 and linked
here
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Will years of service in our current companies be carried forward to NewCo, particularly as used to calculate PTO / sabbatical entitlements?
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Yes, your current years of service will be carried forward to NewCo. We are still in the process of deciding the benefits programs for NewCo, including PTO / sabbatical. We expect to communicate the decision well in advance of Day
One.
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What will happen to the old vacation and sick leave in PTO?
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We have not made any decisions on PTO balances; however, we expect the balances to either carry forward or cash out. We are still in the process of deciding the benefits policies for NewCo, including the sick leave policy, but
expect to communicate the decision well in advance of Day One.
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What will the health benefits for NewCo look like?
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The current health benefit programs for each company will be carried forward for employees of that company to NewCo and will stay in place at least for 2015. As in the past, you will receive information about any plan changes that
may be necessary for 2015. The HR team for NewCo will work to harmonize these benefit programs over 2015 and 2016.
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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 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.
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