RDA Microelectronics Responds to PDSTI's Public Announcement and Its Letter to RDA's Board of Directors
May 08 2014 - 6:59AM
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 the public announcement made by
Shanghai Pudong Science and Technology Investment Co., Ltd.
("PDSTI") and an open letter addressed to the Company's Board of
Directors dated May 7, 2014 (collectively the "PDSTI Announcement
and Letter"). The Company is issuing this announcement to clarify
certain facts and correct certain misinformation contained in
the PDSTI Announcement and Letter.
1. During the competitive
bidding process last year, the Company did not reach any agreement
with PDSTI who did not provide the Company with any credible proof
(e.g., bank commitment letter) for the Chinese bank financing
guarantee claimed in the PDSTI Announcement and Letter or even
PDSTI's own financial statements. The Company was and is not
aware of any bank credit committee approval secured by PDSTI for
such claimed bank financing guarantee.
2. Multiple interested
parties participated in last year's competitive bidding
process. Among these parties, PDSTI's proposal was not only
significantly less favorable than Tsinghua Unigroup Ltd.'s proposal
in terms of price and other key commercial terms but also much less
substantiated in terms of funding capability. The Company also
notes that PDSTI has a track record of making non-binding
acquisition proposals but to date has not completed any major
overseas acquisition.
3. The Company is required,
and has always been open, to consider transactable superior
proposals. PDSTI has not made any alternative proposal to the
Company or provided further information about its financing
capability since last year, and it had not contacted the Company
for multiple months prior to issuing the PDSTI Announcement and
Letter.
4. The Company is a foreign
private issuer under U.S. securities laws and it complies with all
the mandatory reporting requirements including filing the annual
report on Form 20-F and furnishing periodic reports on Form
6-K.
5. The Company is committed
to its priority on shareholder value and shareholder responsibility
by focusing on its business, customers and employees. The
Company's workforce has been stable and our employees have been
working collaboratively and diligently to produce more than 10 new
products over the past 6 months. In recent months, the Company
has noted certain parties proliferating groundless rumors and
engineering misleading media reports regarding the Company's
employees and business conditions. The Company has found such
subversive tactics regrettable and unethical. The Company is also
disappointed that the PDSTI Announcement and Letter contains
certain similar groundless and/or misleading statements.
The Company reconfirms its clarification and statements in its
prior two announcements dated May 2 and 5, 2014,
respectively. The Company and its Board of Directors hereby
reiterate their commitments to protecting and maximizing
shareholder interest. Completing the pending merger
transaction with Tsinghua Unigroup Ltd. at $18.50 per share under
the framework of the merger agreement may not be in the self
interest of particular few shareholders, but the Company firmly
believes that expeditiously completing such pending merger
transaction (which was overwhelmingly approved by the Company's
shareholders) remains in the best interest of the Company's
shareholders on the whole.
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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