RF Micro Devices, Inc. (Nasdaq:RFMD) and TriQuint Semiconductor,
Inc. (Nasdaq:TQNT) today revealed that the holding company under
which the companies will combine in a merger of equals will be
named QorvoTM, Inc. The companies also unveiled the new Qorvo logo
and stock trading symbol, which they will begin using immediately
upon closing of the merger.
The name Qorvo (pronounced kor-vo) conveys the combined
company’s ability to deliver the core technologies and innovation
that will enable customers to launch their next-generation designs
even faster. With a unique combination of talent and technology,
Qorvo will eliminate barriers to help customers bring their most
powerful new ideas to market.
“We believe that our new name reflects our company’s commitment
to keep customers at the center of all that we do,” said Bob
Bruggeworth, RFMD president and CEO, who will serve as Qorvo’s CEO
following closing of the merger. “As a new leader in RF solutions,
Qorvo will offer the agility, innovation and precision customers
need for success in mobile, infrastructure, and defense
markets.”
By combining TriQuint’s and RFMD’s engineering creativity,
product development expertise, complete product portfolios, and
high-volume manufacturing, Qorvo will rapidly translate R&D
advances into large scale production.
“Our companies have been RF industry pioneers developing many of
the core technologies our world now relies on,” said TriQuint CEO
Ralph Quinsey, who will serve as non-executive Chairman of Qorvo
following closing of the merger. “Qorvo is building from our
foundation of true innovation to solve our customers’ most
difficult challenges. We do this so that their customers, whether
mobile consumers or troops on the move, will be able to connect
with loved ones, protect our security, or voyage to new lands.”
Shareholders of both TriQuint and RFMD voted to approve the
merger on September 5, 2014, and the transaction is expected to
close in the second half of 2014, following other required
regulatory approvals and satisfaction of customary closing
conditions. Qorvo is expected to be traded on the NASDAQ Global
Stock Market under the ticker symbol “QRVO” following closing of
the merger.
For a high resolution version of the Qorvo logo, click here.
About TriQuint
Founded in 1985, TriQuint Semiconductor (NASDAQ: TQNT) is a
leading RF solutions supplier and technology innovator for the
world's top communications, defense and aerospace companies. People
and organizations around the world need real-time, all-the-time
connections; TriQuint products help reduce the cost and increase
the performance of connected mobile devices and the networks that
deliver critical voice, data and video communications. With the
industry's broadest technology portfolio, recognized R&D
leadership, and expertise in high-volume manufacturing, TriQuint
creates standard and custom products using gallium arsenide (GaAs),
gallium nitride (GaN), surface acoustic wave (SAW) and bulk
acoustic wave (BAW) technologies. The company has ISO9001-certified
manufacturing facilities in the U.S., production in Costa Rica, and
design centers in North America and Germany. For more information,
visit www.triquint.com.
About RFMD
RFMD (Nasdaq:RFMD) is a global leader in the design and
manufacture of high-performance radio frequency solutions. RFMD's
products enable worldwide mobility, provide enhanced connectivity,
and support advanced functionality in the mobile device, wireless
infrastructure, wireless local area network (WLAN or Wi-Fi), cable
television (CATV)/broadband, Smart Energy/advanced metering
infrastructure (AMI), and aerospace and defense markets. RFMD is
recognized for its diverse portfolio of semiconductor technologies
and RF systems expertise and is a preferred supplier to the world's
leading mobile device, customer premises, and communications
equipment providers. RFMD is an ISO 9001-, ISO 14001-, and ISO/TS
16949-certified manufacturer with worldwide engineering, design,
sales and service facilities. For more information, please visit
RFMD's web site at rfmd.com.
Forward-Looking Statements
This communication contains forward-looking statements,
including but not limited to those regarding the proposed business
combination between RF Micro Devices, Inc. (“RFMD”) and TriQuint Semiconductor, Inc.
(“TriQuint”) (the “Business Combination”) and the transactions
related thereto. These statements may discuss the anticipated
manner, terms and conditions upon which the Business Combination
will be consummated, the future performance and trends of the
combined businesses, the synergies expected to result from the
Business Combination, and similar statements. Forward-looking
statements may contain words such as “expect,” “believe,” “may,”
“can,” “should,” “will,” “forecast,” “anticipate” or similar
expressions, and include the assumptions that underlie such
statements. These statements are subject to known and unknown risks
and uncertainties that could cause actual results to differ
materially from those expressed or implied by such statements,
including but not limited to: the ability of the parties to
consummate the Business Combination in a timely manner or at all;
satisfaction of the conditions precedent to consummation of the
Business Combination, including the ability to secure regulatory
approvals in a timely manner or at all, and approval by RFMD’s
shareholders and TriQuint’s shareholders; the possibility of
litigation (including related to the transaction itself); RFMD and
TriQuint’s ability to successfully integrate their operations,
product lines, technology and employees and realize synergies from
the Business Combination; unknown, underestimated or undisclosed
commitments or liabilities; the level of demand for the combined
companies’ products, which is subject to many factors, including
uncertain global economic and industry conditions, demand for
electronic products and semiconductors, and customers’ new
technology and capacity requirements; RFMD’s and TriQuint’s ability
to (i) develop, deliver and support a broad range of products,
expand their markets and develop new markets, (ii) timely
align their cost structures with business conditions, and
(iii) attract, motivate and retain key employees; and other
risks described in RFMD’s and TriQuint’s Securities and Exchange
Commission (“SEC”) filings. All
forward-looking statements are based on management’s estimates,
projections and assumptions as of the date hereof. Neither RFMD nor
TriQuint undertakes any obligation to update any forward-looking
statements.
No Offer or Solicitation
This communication is for informational purposes only and is
neither an offer to purchase, nor a solicitation of an offer to
sell, subscribe for or buy any securities or the solicitation of
any vote in any jurisdiction pursuant to the proposed transactions
or otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable
law. No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Additional Information and Where to Find It
In connection with the proposed Business Combination, Rocky
Holding, Inc., a newly-formed holding company under RFMD
(“HoldCo”), has filed with the SEC a
Form S-4 (the “Registration/Joint Proxy
Statement”) which includes a registration statement and a
preliminary prospectus with respect to HoldCo’s shares to be issued
in the Business Combination and a preliminary joint proxy statement
of TriQuint and RFMD in connection with the Business Combination.
This material is not a substitute for the final Registration/Joint
Proxy Statement regarding the proposed Business Combination. The
preliminary Registration/Joint Proxy Statement contains, and the
final Registration/Joint Proxy Statement will contain, important
information about the proposed Business Combination and related
matters. SECURITY HOLDERS ARE URGED AND ADVISED TO READ THE
REGISTRATION/JOINT PROXY STATEMENT CAREFULLY. The
Registration/Joint Proxy Statement and other relevant materials and
any other documents filed by HoldCo, RFMD or TriQuint with the SEC
may be obtained free of charge at the SEC’s website, at
www.sec.gov. In addition, security holders of TriQuint will be able
to obtain free copies of the Registration/Joint Proxy Statement
from TriQuint by contacting Investor Relations by mail at TriQuint
Semiconductor, Inc., 2300 N.E. Brookwood Parkway, Hillsboro, Oregon
97124, Attn: Investor Relations Department, by telephone at
(503) 615-9413, or by going to TriQuint’s Investor Relations
page on its corporate website at www.triquint.com; and security
holders of RFMD will be able to obtain free copies of the
Registration/Joint Proxy Statement from RFMD by contacting Investor
Relations by mail at RF Micro Devices, Inc., 7628 Thorndike Road
Greensboro, North Carolina 27409-9421, Attn: Investor Relations
Department, by telephone at (336) 678-7088, or by going to
RFMD’s Investor Relations page on its corporate web site at
www.rfmd.com.
Participants in the Solicitation
RFMD, TriQuint and HoldCo and their respective
directors, executive officers and various other members of
management and employees may be deemed to be participants in the
solicitation of proxies from RFMD’s shareholders in connection with
the proposed Business Combination. Information regarding the
persons who may, under the rules of the SEC, be deemed participants
in the solicitation of TriQuint or RFMD security holders in
connection with the proposed Business Combination is set forth in
the preliminary Registration/Joint Proxy Statement, and will also
be set forth in the final Registration/Joint Proxy Statement.
Information about TriQuint’s directors and executive officers is
set forth in TriQuint’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2013, which was filed with the SEC on
February 21, 2014, and its Amendment No. 1 to Annual
Report on Form 10-K/A, which was filed with the SEC on
April 10, 2014. These documents are available free of charge
at the SEC’s web site at www.sec.gov, and from TriQuint by
contacting Investor Relations by mail at TriQuint Semiconductor,
Inc., 2300 N.E. Brookwood Parkway, Hillsboro, Oregon 97124, Attn:
Investor Relations Department, by telephone at (503) 615-9413,
or by going to TriQuint’s Investor Relations page on its corporate
web site at www.triquint.com. Information about RFMD’s directors
and executive officers is set forth in RFMD’s Annual Report on Form
10-K for the fiscal year ended March 29, 2014, which was filed
with the SEC on May 21, 2014. These documents are available
free of charge at the SEC’s web site at www.sec.gov, and from RFMD
by contacting Investor Relations by mail at RF Micro Devices, Inc.,
7628 Thorndike Road Greensboro, North Carolina 27409-9421, Attn:
Investor Relations Department, by telephone at (336) 678-7088,
or by going to RFMD’s Investor Relations page on its corporate web
site at www.rfmd.com. Additional information regarding the
interests of these potential participants in the solicitation of
proxies in connection with the proposed Business Combination is
included in the preliminary Registration/Joint Proxy Statement and
the other relevant documents filed with the SEC.
TQNT-FRFMD
Photos/Multimedia Gallery Available:
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RFMDInvestors:Doug DeLieto, 336-678-7088VP, Investor
RelationsorMedia:Brent Dietz, +1-336-678-7935Director, Corporate
Communicationsbrent.dietz@rfmd.comorTriQuintInvestors:Grant
Brown, +1-503-615-9413Director, Investor
Relationsgrant.brown@triquint.comorMedia:Brandi Frye,
+1-503-615-9488Sr. Director, Corporate
Communicationsbrandi.frye@triquint.com
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