SigmaTel Announces Early Termination of Hart-Scott-Rodino Act Waiting Period
April 11 2008 - 4:05PM
Business Wire
SigmaTel, Inc. (NASDAQ:SGTL) announced today that the waiting
period required under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, with respect to SigmaTel�s proposed merger
with a wholly-owned subsidiary of Freescale Semiconductor, Inc.,
expired on April 10, 2008 at 11:59 p.m. Eastern Daylight Time. On
February�4, 2008, SigmaTel and Freescale announced that they had
entered into a definitive merger agreement for Freescale to acquire
SigmaTel for $3 per share. Consummation of the merger remains
subject to other customary conditions, including approval by
SigmaTel�s stockholders. SigmaTel will hold a special meeting of
stockholders on Monday, April�21, 2008, at 9:00�a.m. Central
Daylight Time at the offices of Vinson�& Elkins L.L.P., located
at The Terrace�7, 2801�Via Fortuna, Suite�100, Austin, Texas, for
the purpose of voting on adoption of the merger agreement among
SigmaTel, Freescale and the Freescale subsidiary. SigmaTel
stockholders of record as of the close of business on Thursday,
March�6, 2008, will be entitled to vote at the special meeting.
About Freescale Semiconductor: Freescale Semiconductor is a global
leader in the design and manufacture of embedded semiconductors for
the automotive, consumer, industrial, networking and wireless
markets. The privately held company is based in Austin, Texas, and
has design, research and development, manufacturing or sales
operations in more than 30 countries. Freescale is one of the
world�s largest semiconductor companies with 2007 sales of
$5.7�billion (USD). www.freescale.com About SigmaTel: SigmaTel is a
fabless semiconductor company which designs, develops, and markets
mixed-signal ICs for the consumer electronics market. The Company�s
target market segments include portable media players, printers and
digital televisions. SigmaTel provides complete, system-level
solutions that include highly-integrated ICs, customizable firmware
and software, software development tools and reference designs. The
Company's focus is on enabling customers to rapidly introduce and
offer electronic products that are small, light-weight,
power-efficient, reliable, and cost-effective. SigmaTel is ISO
9001:2000 certified and is committed to providing customers with
high performance, quality products along with superior, worldwide
customer service. www.sigmatel.com Freescale and the Freescale logo
are trademarks of Freescale Semiconductor, Inc. All other product
or service names are the property of their respective owners.
SigmaTel is a registered trademark of SigmaTel, Inc. All other
products and brand names as they appear in this release are
trademarks or registered trademarks of their respective holders.
All specifications may be changed without notice. Caution Regarding
Forward-looking Statements This press release contains
�forward-looking statements� within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by words such as expects, anticipates,
plans, believes, estimates, will or words of similar meaning and
include statements regarding the plans and expectations for the
future. The forward-looking statements contained in this press
release include statements about the conduct of Freescale after the
transaction and the anticipated timing of the transaction.
Forward-looking statements are based on management�s current
expectations and assumptions, which are subject to inherent
uncertainties, risks and changes in circumstances that are
difficult to predict and could cause actual outcomes to differ
materially from the expectations of Freescale and its management.
For example, if SigmaTel�s stockholders do not approve the
transaction, or if the necessary regulatory approvals are not
obtained, the transaction will not be consummated. The following
factors, among others, could cause actual results to differ
materially from those described in the forward-looking statements:
risks associated with uncertainty as to whether the transaction
will be completed, costs and potential litigation associated with
the transaction, the failure to obtain SigmaTel�s stockholder
approval, the inability to obtain, or meet specific conditions
imposed for applicable regulatory approvals relating to the
transaction, the failure of either party to meet the closing
conditions set forth in the merger agreement, the extent and timing
of regulatory approvals and the risk factors discussed from time to
time by the company in reports filed with the Securities and
Exchange Commission. We urge you to carefully consider the risks
which are described in Freescale�s and SigmaTel�s filings with the
Securities and Exchange Commission (including Freescale�s
Registration Statement on Form�S-4/A filed on June�22, 2007 and
Freescale�s and SigmaTel�s filings on Forms�10-K, 10-Q and 8-K).
SigmaTel undertakes no obligation to publicly update any
forward-looking statement, whether as a result of new information,
future developments or otherwise. Additional Information about the
Proposed Transaction and Where to Find It SigmaTel has filed a
definitive proxy statement and other documents regarding the
proposed transaction described in this press release with the
Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS
ARE URGED TO READ THE PROXY STATEMENT AND SUCH OTHER MATERIALS
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT SIGMATEL AND THE
PROPOSED TRANSACTION. A definitive proxy statement was sent to
security holders of SigmaTel seeking their approval of the
transaction. Investors and security holders may obtain a free copy
of the definitive proxy statement and other documents filed by
SigmaTel with the Securities and Exchange Commission at the SEC�s
web site at www.sec.gov. The definitive proxy statement and other
relevant documents may also be obtained free of cost by directing a
request to Martha Aviles at 512-744-9968. SigmaTel�s directors and
executive officers may be deemed, under Securities and Exchange
Commission rules, to be participants in the solicitation of proxies
from the SigmaTel�s stockholders in connection with the proposed
transaction. Information about SigmaTel�s directors and officers
can be found in SigmaTel�s Proxy Statements and Annual Reports on
Form�10-K filed with the SEC. Additional information regarding the
interests of those persons may be obtained by reading the proxy
statement and other documents regarding the proposed transaction.
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