RDA Microelectronics Responds to Purported Third Party Offer
November 11 2013 - 10:58AM
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 provided the following comments
regarding certain media reports in China:
It has come to our attention that there is a purported third
party offer on the date we announced the signing of the merger
agreement between RDA and Tsinghua Unigroup. RDA is providing
the following clarifications in view of potential misinformation,
and to assure the investors that our Board has been acting, and
will continue to act, in the best interests of our
shareholders:
1. Over the course of past several weeks, the RDA Board of
Directors has conducted a robust, comprehensive and structured
evaluation process of strategic alternatives. During such
process, the RDA board has considered a wide range of relevant
factors, analysis and data points available before recommending and
executing a definitive merger agreement with Tsinghua Unigroup as
the most favorable and credible offerer.
2. During the course of today's board meeting approving
the entry of the merger agreement with Tsinghua, some of our
directors and officers received an unusual and erroneously
dated non-binding proposal. Such proposal was sent from
a private QQ email account alleging to be from a
PRC-incorporated 3rd party (the "PRC Party"). This PRC Party has
never previously contacted our company before or during the
evaluation process, nor has it engaged in a semiconductor business
to our knowledge. Such proposal, strangely dated as
of September 27, 2013 initially, stated a
higher-than-US$18.50/ADS cash offer subject to unspecified
combination of equity and debt financing. The proposal was
signed but not sealed by the PRC Party, which suggests
a deficiency in the formality of due execution by a
PRC incorporated entity.
3. Our Board immediately instructed our advisors to reach
out to the PRC Party, with the objective of seeking further
information and verifying the intent and credibility of such party.
The proposal from the PRC Party also refers to a highly
confident letter that the PRC Party claimed it has obtained from
several leading financial institutions. Our legal advisor promptly
spoke with the sender of such proposal, who claimed he did not know
anything about the proposal other than being instructed to send the
proposal via his personal QQ email account. The sender also
referred our legal advisor to the PRC Party's in-house counsel.
Our legal advisor then spoke with such in-house counsel, who
was not able to provide contact information of any of their project
team members, including the signatory of the proposal letter.
Given that we were not able to obtain any credible
information about the financial capability of the PRC Party, we
have also conducted a public search which indicated that the
PRC Party was incorporated in 2011 with a registered capital of
RMB60 million (less than US$10 million).
4. Our Board has determined that based on the currently
available information, we have no basis to believe that
the unusual proposal from the PRC Party is credible.
5. After thorough review and formal evaluation, our Board
has approved the definitive merger agreement with Tsinghua
Unigroup. We would nevertheless point out that under the
signed merger agreement with Tsinghua Unigroup, RDA may still
respond to a bona fide, unsolicited written proposal if our Board
determines such proposal is reasonably expected to lead to a
superior proposal.
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
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