RDA Microelectronics Provides Updates on the Pending Merger Transaction With Tsinghua Unigroup
May 05 2014 - 5:11AM
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 provides certain updates regarding the pending
merger transaction (the "Transaction") with Tsinghua Unigroup Ltd.
("Tsinghua Unigroup").
The Board of Directors of the Company (the "Board") has been
closely monitoring the closing process of the Transaction and
carefully evaluating developments with the assistance of US and PRC
legal counsel and other advisors. Further to the announcements made
by the Company on May 2, 2014, which clarified certain aspects of
status regarding the Transaction, the Company hereby provides the
following additional updates:
- The Company has been and will continue working closely and
actively with Tsinghua Unigroup to close the Transaction under the
terms of the merger agreement entered in November 2013 by and
between the Company and Tsinghua Unigroup (as amended, the "Merger
Agreement").
- Tsinghua Unigroup has reiterated to the Company its commitment
to completing the Transaction and is taking concrete actions to
close the Transaction within the framework of the Merger
Agreement.
- The Company reconfirms that it stands by its commitments and
obligations under the Merger Agreement, and its intention to close
the Transaction has not changed. The Company will continue to
work with Tsinghua Unigroup to close the Transaction as soon as
practicable, which the Board believes is in the best interests of
the Company's shareholders as a whole.
- The Merger Agreement provides, among other items, a long-stop
date spanning until at least August 8, 2014 for the parties to
complete the Transaction. Tsinghua Unigroup and the Company
currently expect the Transaction will be closed in the second half
of this year.
Also, in view of the pending Transaction and the sensitive
current interim period, the Company will not announce its financial
results for the quarter ended March 31, 2014 by press release or
hold a conference call to discuss such quarterly results.
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; anticipated
developments in respect of the pending merger transaction between
the Company and Tsinghua Unigroup Ltd. 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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