RDA Microelectronics Responds to Certain Media Reports About the Pending Merger Transaction
May 02 2014 - 7:50AM
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 responds to recent media reports regarding an
extension of the NDRC preclearance obtained by Shanghai Pudong
Science and Technology Investment Co., Ltd. ("PDSTI"), which was
originally granted to PDSTI in connection with its prior attempted
offer to acquire the Company last year.
The Company is issuing this announcement in view of potential
misinformation regarding the reported PDSTI extension, and to also
clarify certain aspects of status regarding the pending merger
transaction (the "Transaction") with Tsinghua Unigroup Ltd.
("Tsinghua Unigroup").
With regard to PDSTI, the Company hereby clarifies that (i)
since the Company selected Tsinghua Unigroup as the winning bidder
after a competitive market process that resulted in the Company
entering into the merger agreement with Tsinghua Unigroup (the
"Merger Agreement") in November 2013, PDSTI has not approached the
Company with any transactable alternative proposal or provided any
credible proof to establish its funding capability given the lack
of track record in completing any major overseas acquisition; and
(ii) the Company has not been in contact with PDSTI for several
months.
As a result of the new 2013 Government-Approved Investment
Projects Catalog promulgated by the State Council of the Central
Government of China in December 2013, and in anticipation of the
new implementation rules to be published by the National
Development and Reform Commission ("NDRC") thereunder, the Company
and Tsinghua Unigroup amended the Merger Agreement on December 20,
2013. The NDRC has recently published such implementation rules,
which will take effect from May 8, 2014. The amended Merger
Agreement provides for at least 3 months after the effectiveness of
such implementation rules to close the transaction contemplated
thereby.
The Company and Tsinghua Unigroup have been working closely and
actively to close the transaction within the framework of the
amended Merger Agreement. Tsinghua Unigroup has also fully
funded its escrow account for the termination fees after approval
by the Company's shareholders of the transaction contemplated by
the Merger Agreement in December 2013.
With the assistance of US and PRC legal counsel and other
advisors, the Company and its Board of Directors will continue to
evaluate developments in regards to the Transaction, and to closely
monitor potential impact, if any, on the closing process. The
Company and its Board of Directors are committed to and will
continue acting to protect and maximize shareholder interest and
will update the shareholders with any material developments of the
pending merger transaction with Tsinghua Unigroup.
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.
Forward-Looking Statements
This announcement contains forward-looking statements. These
statements are 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. Any statements in
this press release that are not historical facts are
forward-looking statements that involve factors, risks and
uncertainties that could cause actual results to differ materially
from those in the forward-looking statements. Such factors and
risks include the Company's anticipated growth strategies; its
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. This press release also contains statements or
projections that are based upon information available to the
public, as well as other information from sources which the Company
believes to be reliable but whose accuracy or completeness the
Company cannot guarantee. The Company undertakes 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
Shelton Group Investor Relations
Leanne Sievers, EVP
949-224-3874
Matt Kreps, Managing Director
972-239-5119 ext. 125
sheltonir@sheltongroup.com
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