GREENSBORO, N.C. and
HILLSBORO, Ore., July 31, 2014 /PRNewswire/ -- RF Micro Devices,
Inc. (Nasdaq:RFMD) and TriQuint Semiconductor, Inc. (Nasdaq:TQNT)
announced today that they have each scheduled special shareholder
meetings for September 5, 2014, in
relation to the previously announced business combination between
RFMD and TriQuint. The meetings are being held to seek shareholder
approval of the proposed merger of equals under a new holding
company, currently named Rocky
Holding, Inc., and other matters.
RFMD's special meeting of shareholders will be held on
September 5, 2014 at 9:00 a.m. local time, at the office of
Womble Carlyle Sandridge & Rice,
LLP, One West Fourth Street, Winston-Salem, North Carolina 27101.
TriQuint's special meeting of shareholders will be held on
September 5, 2014 at 1:00 p.m. local time, at TriQuint's headquarters,
located at 2300 NE Brookwood Parkway, Hillsboro, Oregon 97124. Each company's
shareholders of record as of the close of business on July 16, 2014 will be entitled to vote at their
respective meetings.
The companies also announced that the registration statement on
Form S-4 filed with the U.S. Securities and Exchange Commission
("SEC") by Rocky Holding, Inc. on
April 14, 2014, and as subsequently
amended (the "Form S-4"), which includes a joint proxy
statement/prospectus of RFMD and TriQuint, was declared effective
by the SEC on July 30, 2014. On
July 30, 2014, Rocky Holding, Inc. filed a revised joint proxy
statement/prospectus pursuant to Rule 424(b) of the Securities Act
of 1933, as amended, in order to make available the document that
will be mailed to the shareholders of each of RFMD and TriQuint in
connection with the respective special meetings. The joint
proxy statement/prospectus is available on the SEC's EDGAR system
under the name "Rocky Holding, Inc."
and may be accessed at:
http://www.sec.gov/cgi-bin/browse-edgar?company=Rocky+Holding&owner=exclude&action=getcompany.
RFMD and TriQuint will begin mailing the joint proxy
statement/prospectus shortly to their respective shareholders to
provide additional information and instructions for voting. The
closing of the business combination remains subject to customary
conditions set forth in the parties' Agreement and Plan of Merger
and Reorganization dated February 22,
2014, as amended, including approval by shareholders of both
RFMD and TriQuint and other regulatory approvals.
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 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 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 RFMD's
shareholders and TriQuint's shareholders; 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 was
declared effective on July 30, 2014
and which includes a registration statement and a prospectus with
respect to HoldCo's shares to be issued in the Business Combination
and a joint proxy statement of TriQuint and RFMD in connection with
the Business Combination. The Registration/Joint Proxy Statement
contains 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
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 Registration/Joint
Proxy Statement and the other relevant documents filed with the
SEC.
RFMD
TQNT
TQNT-F
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SOURCE RF Micro Devices, Inc.; TriQuint Semiconductor, Inc.