RDA Microelectronics, Inc. (Nasdaq:RDA) ("RDA Microelectronics" or
the "Company"), a fabless semiconductor company that designs,
develops and markets wireless systems-on-chip and radio-frequency
(RF) semiconductors for cellular, connectivity and broadcast
applications, today announced that its Board of Directors has
received an unsolicited, preliminary non-binding proposal letter
dated September 27, 2013 from Shanghai Pudong Science and
Technology Investment Co., Ltd. ("PDSTI"), a wholly state-owned
limited liability company directly under Pudong New Area government
of Shanghai, pursuant to which PDSTI proposes to acquire all of the
outstanding ordinary shares of the Company (the "Shares) and
American Depositary Shares of the Company (the "ADSs," each ADS
representing six Shares), in each case other than those Shares or
ADSs owned by PDSTI and its affiliates, for US$2.5833 in cash per
Share or US$15.50 per ADS. A copy of the proposal letter is
attached hereto as Appendix 1.
The Company's Board of Directors is reviewing and evaluating
PDSTI's proposal. No decision has been made with respect to the
Company's response to the proposal. There can be no assurance that
any definitive offer will be made, that any agreement will be
executed or that this or any other transaction will be approved or
consummated. The Company does not undertake any obligation to
provide any updates with respect to this or any other transaction,
except as required under applicable law.
About RDA Microelectronics
RDA Microelectronics is a fabless semiconductor company that
designs, develops and markets wireless system-on-chip and
radio-frequency semiconductors for cellular, connectivity and
broadcast applications. The Company's product portfolio currently
includes baseband, radio-frequency front-end modules, power
amplifiers, transceivers, Bluetooth system-on-chip, Wi-Fi,
Bluetooth and FM combo chips, FM radio receivers, set-top box
tuners, analog mobile television receivers, CMMB mobile television
receivers, walkie-talkie transceivers and LNB satellite down
converters. For additional information, please see the Company's
website at http://www.rdamicro.com.
Appendix 1 – PDSTI Proposal Letter
September 27, 2013
The Board of Directors RDA Microelectronics, Inc. 6/F, Building
4, 690 Bibo Road Pudong District, Shanghai 201203 People's Republic
of China
Dear Members of the Board of Directors,
Shanghai Pudong Science and Technology Investment Co., Ltd.
("PDSTI") is pleased to submit this preliminary non-binding
proposal (the "Proposal") to acquire all of the outstanding
ordinary shares (the "Shares") of RDA Microelectronics, Inc. (the
"Company") and the American Depositary Shares of the Company (the
"ADSs", each ADS representing six Shares of the Company), in each
case other than those Shares or ADSs owned by PDSTI and its
affiliates (the "Acquisition").
We believe that our proposal of US$2.5833 in cash per Share or
US$15.50 per ADS, as the case may be, provides a very attractive
opportunity to the Company's shareholders. Our Proposal represents
a premium of 30.5% to the volume-weighted average closing price of
the ADSs during the last 60 trading days.
Set forth below are the key terms of our Proposal. We are
confident that the Acquisition can be closed on the basis outlined
in this letter.
1. Acquisition and Purchase Price
We propose to acquire all of the outstanding Shares and ADSs not
already owned by us at a purchase price equal to US$2.5833 in cash
per Share or US$15.50 per ADS, as the case may be, through a
one-step merger of a newly formed acquisition vehicle with and into
the Company.
2.
Financing
We intend to finance the Acquisition with a combination of
equity and debt capital. Equity financing will be provided by us.
Debt financing will be provided by third party financial
institutions. We have been in discussions with several leading
financial institutions and have received a highly confident letter
indicating that they are highly confident of their ability to
provide loans to finance the Acquisition subject to the terms and
conditions set forth therein.
3. Due
Diligence
We and the parties providing debt financing will require a
timely opportunity to conduct customary due diligence on the
Company including business, legal, financial and accounting due
diligence. We believe that we and our financing sources will be in
a position to complete due diligence in a timely manner and in
parallel with discussions on the definitive agreements.
4. Definitive
Documentation
We have engaged Shearman & Sterling LLP as international
legal counsel in connection with the Acquisition and are prepared
to promptly negotiate and finalize definitive agreements in
relation to the Acquisition and related transactions. These
definitive agreements will provide for representations, warranties,
covenants and conditions which are appropriate for transactions of
this type.
5.
Confidentiality
Other than the announcement of this Proposal, we are sure that
you will agree that it is in all of our interests to ensure that we
proceed in a confidential manner, unless otherwise required by law,
until we have executed definitive agreements or terminated our
discussions.
6. About
PDSTI
PDSTI, a wholly state-owned limited liability company directly
under Pudong New Area government of Shanghai, combines proprietary
investments with investments management services. The business of
PDSTI currently covers a broad range of areas, including venture
capital and private equity investments, mergers and acquisitions,
management of fund of funds and private equity funds, and debt
investments. PDSTI has deep industry knowledge of integrated
circuit design and has invested in several well-known IC design
companies.
7. No Binding
Commitment
This Proposal is not a binding offer, agreement or agreement to
make a binding offer or agreement at any point in the future. This
letter is a preliminary indication of interest by PDSTI and does
not contain all matters upon which agreement must be reached in
order to consummate the Acquisition, nor does it create any binding
commitment with respect to the Acquisition. Such a commitment will
result only from the execution of definitive agreements, and then
will be on the terms provided in such agreements.
In closing, we would like to express our commitment to working
together to bring the Acquisition to a successful and timely
conclusion. Should you have any questions regarding this Proposal,
please do not hesitate to contact us. We look forward to hearing
from you.
Sincerely,
Shanghai Pudong Science and Technology Investment Co., Ltd.
By: /s/ Zhu, Xudong________
Name: Zhu, Xudong
Title: Chairman and President
CONTACT: Lily Dong, Chief Financial Officer
RDA Microelectronics, Inc.
+86-21-5027-1108
ir@rdamicro.com
or
Leanne Sievers, EVP
Shelton Group Investor Relations
949-224-3874
lsievers@sheltongroup.com
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