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 the closing of the
approximately US$907 million merger of RDA Microelectronics with an
affiliate of Tsinghua Unigroup (the "Merger") as contemplated by
the previously announced agreement and plan of merger, dated
November 11, 2013 and amended on December 20, 2013 (the "Merger
Agreement"), between Tsinghua Unigroup and RDA.
Under the terms of the Merger Agreement, which was approved by
the Company's shareholders at an extraordinary general meeting held
on December 27, 2013, each of the Company's ordinary shares (each,
an "Ordinary Share"), including Ordinary Shares represented by
American Depositary Shares, each representing six Ordinary Shares
(the "ADSs"), issued and outstanding immediately prior to the
effective time of the Merger, are cancelled in exchange for the
right to receive US$3.083333 per Ordinary Share, or US$18.50 per
ADS, in each case in cash without interest and net of any
applicable withholding taxes, except for (i) Ordinary Shares held
by the Company as treasury shares, (ii) Ordinary Shares owned by
holders who have validly exercised and not effectively withdrawn or
lost their appraisal rights pursuant to Section 238 of the Cayman
Islands Companies Law, as amended, and (iii) Ordinary Shares held
by Citibank, N.A., in its capacity as ADS depositary (the "ADS
Depositary"), that underlie ADSs reserved (but not yet allocated)
by the Company for issuance upon the exercise of any options or
settlement of any restricted share units of the Company under its
share incentive plans. Holders of ADSs will also receive US$0.05
per ADS to reimburse such holders for the fees payable by the
holders to cancel the ADSs under the relevant depositary
agreement.
Holders of Ordinary Shares of record as of the effective time of
the Merger who are entitled to the Merger consideration will
receive a letter of transmittal and instructions on how to
surrender their share certificates in exchange for the Merger
consideration. Holders of Ordinary Shares should wait to receive
the letter of transmittal before surrendering their share
certificates. For any questions relating to the share certificate
surrender and payment procedures, holders of Ordinary Shares of
record may contact Citibank, N.A., in its capacity as the paying
agent (the "Paying Agent"), at 1-877-498-5424 (U.S. and Canada) or
1-781-930-4925 (outside of the U.S. and Canada). Regarding ADS
holders, payment will be made to holders of ADSs after the ADS
Depositary receives the Merger consideration from the Paying
Agent.
"Tsinghua Unigroup has closed the overseas acquisition of RDA
through an offshore subsidiary. The completion of the Merger is an
important milestone for Tsinghua Unigroup, RDA and Tsinghua
University's industrial group, as well as the semiconductor
industry in China," commented Mr. Zhao Weiguo, Chairman and
President of Tsinghua Unigroup. "The synergy between RDA and
Spreadtrum Communications will significantly elevate the position
of the Chinese companies in the global market of mobile chips. We
look forward to working closely with RDA's excellent management
team and employees to advance the semiconductor industry in
China."
"We are very pleased to join Tsinghua Unigroup as a true
partner," said Mr. Steven Tang, Chairman of RDA. "We look forward
to accelerating our growth by leveraging Tsinghua University's
extensive resources, in particular the overall strengths of
Tsinghua's industrial group."
The Company also announced that it will request that trading of
its ADSs on the Nasdaq Global Select Market ("Nasdaq") be
suspended. The Company will request Nasdaq to file a Form 25 with
the United States Securities and Exchange Commission (the "SEC") to
delist the Company's ADSs and deregister the Company's registered
securities. The deregistration will become effective in 90 days
after the filing of Form 25 or such shorter period as may be
determined by the SEC. The Company intends to suspend its reporting
obligations under the Securities Exchange Act of 1934, as amended,
by filing a Form 15 with the SEC in 10 days. The Company's
obligations to file with the SEC certain reports and forms,
including Form 20-F and Form 6-K, will be suspended immediately as
of the filing date of the Form 15 and will terminate once the
deregistration becomes effective.
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.
Safe Harbor Statement
This press release and related Company disclosures may include
certain statements that are not descriptions of historical facts,
but are forward-looking statements. Such statements include, among
others, those concerning expected benefits and costs of the Merger;
management plans relating to the Merger; as well as all
assumptions, expectations, predictions, intentions or beliefs about
future events. Forward-looking statements can generally be
identified by the use of forward-looking terminology such as
"anticipate," "proposed," "will," "intend," "may," "believes,"
"expects" or similar expressions. These forward-looking statements
reflect the Company's expectations as of the time of this press
release. You should not rely upon these forward-looking statements
as predictions of future events. The Company undertakes no
obligation, other than that imposed by law, to update these
statements.
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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