Tsinghua Unigroup Ltd. ("Tsinghua Unigroup"), an
operating subsidiary of Tsinghua Holdings Co., Ltd., a solely
state-owned limited liability corporation funded by Tsinghua
University in China, and RDA Microelectronics, Inc. (Nasdaq:RDA)
("RDA" 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
jointly announced that they have entered into a definitive merger
agreement under which Tsinghua Unigroup will acquire all of the
outstanding ordinary shares of RDA for US$18.50 per American
Depositary Share (or US$3.0833 per ordinary share, each American
Depositary Share representing six ordinary shares). The merger
values RDA's equity at approximately US$910 million, on a fully
diluted basis. The purchase price represents a premium of
approximately 33.3% over the closing price of RDA's American
Depositary Shares on September 26, 2013, the last trading day prior
to the announcement by RDA of the receipt of a preliminary
non-binding proposal letter to acquire RDA from a third party.
The transaction is subject to approval by the shareholders of
RDA, and antitrust and other regulatory approvals, and is not
subject to any financing condition. The transaction is
expected to close in the first half of 2014.
The Company's Board of Directors unanimously approved the merger
agreement and recommends that the Company's shareholders vote to
approve the merger agreement. RDA expects to hold a special
meeting of its shareholders to consider and act upon the proposed
transaction as promptly as practicable. Details regarding the
record date for, and the date, time and place of, the special
meeting will be included in a press release when finalized.
"We are very excited to be adding RDA to the Tsinghua Unigroup
family of companies," commented Mr. Zhao Weiguo, Chairman and
President of Tsinghua Unigroup. "RDA will complement our
existing portfolio in consumer products, protection and support and
will benefit from our vast IP library and unique access to
important capital markets in China."
"We are delighted to join as a partner with Tsinghua Unigroup,"
said Mr. Vincent Tai, RDA's co-founder and its Chairman and Chief
Executive Officer. "We believe that Tsinghua Unigroup's reach
and importance in the market will serve as a further catalyst to
accelerate the growth of our business." Mr. Tai continued, "We
also believe the merger offers an extremely attractive exit for the
Company's shareholders."
Kilometre Capital acted as strategic consultant advising
RDA. Morgan Stanley Asia Limited rendered a fairness opinion
to the Board of Directors. Wilson Sonsini Goodrich &
Rosati, P.C. and Skadden, Arps, Slate, Meagher & Flom LLP are
legal advisors to RDA. Morrison & Foerster LLP is serving
as legal advisor to Tsinghua Unigroup.
RDA will furnish to the Securities and Exchange Commission (the
"SEC") a Report on Form 6-K regarding the
transaction, which will include the merger agreement. All parties
desiring details regarding the transaction are urged to review
these documents, which will be available at the SEC's website
(http://www.sec.gov).
This announcement is neither a solicitation of proxies, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for any proxy statement or other proxy
materials that may be filed or furnished with the SEC with respect
to the proposed merger.
About Tsinghua Unigroup Ltd.
Tsinghua Unigroup Ltd. is an operating subsidiary of Tsinghua
Holdings Co., Ltd., a solely state-owned limited liability
corporation funded by Tsinghua University in China. Tsinghua
Holdings Co., Ltd. is the controlling shareholder of Tsinghua
Unigroup. The other shareholder is Beijing Jiankun Investment Group
Co. Ltd. Tsinghua Unigroup's business lines include
high-technology, bio-technology, science park development, and
urban infrastructure construction.
About RDA Microelectronics, Inc.
RDA 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.
Forward-Looking Statements
This press release contains "forward-looking" statements made
under the "safe harbor" provisions of the U.S. Private Securities
Litigation Reform Act of 1995. These forward-looking
statements can be identified by terminology such as "will,"
"expects," "anticipates," "future," "intends," "plans," "believes,"
"estimates" and similar statements. The forward-looking statements
include statements concerning the expected timing of the completion
of the proposed merger, our outlook for the future, as well as
other statements of beliefs, future plans and strategies or
anticipated events, and similar expressions concerning matters that
are not historical facts. Our forward-looking information and
statements are subject to risks and uncertainties that could cause
actual results to differ materially from those expressed in, or
implied by, the statements. These risks and uncertainties include
the occurrence of any event, change or other circumstances that
could give rise to the termination of the merger agreement; the
inability to complete the proposed merger due to the failure to
obtain shareholder approval for the proposed merger or the failure
to satisfy other conditions to completion of the proposed merger,
including that a governmental entity may prohibit, delay or refuse
to grant approval for the consummation of the transaction, risks
related to disruption of management's attention from the Company's
ongoing business operations due to the transaction, the effect of
the announcement of the proposed merger on the Company's
relationships with its customers, suppliers and employees,
operating results and business generally, anticipated growth
strategies; future results of operations and financial condition;
impact of currency volatility in emerging markets; economic
conditions in China; the regulatory environment in China; the
Company's ability to attract customers and leverage its brand;
trends and competition in the semiconductor industry; migration to
new technology; the entry into baseband, new TV and display market
and other factors and risks detailed in the Company's filings with
the Securities and Exchange Commission. Readers are cautioned not
to place undue reliance on forward-looking statements because
actual results may differ materially from those expressed in, or
implied by, the statements. Any forward-looking statement that
we make speaks only as of the date of such statement, and we
undertake no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, unless required by applicable law.
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
Rong Chen, Vice President - Investments
Tsinghua Unigroup Ltd.
+86-10-8215-9273
ir@unigroup.com.cn
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