RDA Microelectronics Responds to Certain Media Reports on the Pending Merger With Tsinghua Unigroup
December 04 2013 - 6:22AM
RDA Microelectronics (Nasdaq:RDA) ("
we" 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 provided the following comments
regarding certain recent media reports:
It has come to our attention that there are certain media
reports containing inaccurate information on our announced merger
transaction (the "Merger") with Tsinghua Unigroup
Ltd. ("Tsinghua Unigroup") which may be misleading
to investors. We are providing the following clarifications in view
of potential misinformation, and to re-assure the investors that
our board of directors (the "Board") has been
acting, and will continue to act, in the best interests of our
shareholders as a whole:
- Before we entered into a definitive merger agreement (the
"Merger Agreement") with Tsinghua Unigroup on
November 11, 2013, the Board conducted a robust, comprehensive and
structured evaluation process of strategic alternatives. The Board
considered a wide range of relevant factors, analysis and data
points available, with a focus on the commercial terms and closing
certainty of various available alternative. After such process, the
Board determined that Tsinghua Unigroup's proposal was clearly the
most favorable and certain offer among all the proposals that we
had received and therefore selected Tsinghua Unigroup as the
preferred buyer over other bidders, including Shanghai Pudong
Science and Technology Investment Co., Ltd.
("PDSTI"), on November 8, 2013. The Board further
approved unanimously the entry into the Merger Agreement with
Tsinghua Unigroup on November 11, 2013.
- During the evaluation process, the Board informed all
interested buyers that the Board would select the preferred buyer
based on the commercial terms and the closing certainty of the
received proposals. Until the Board approved the signing of the
Merger Agreement with Tsinghua Unigroup, we had not entered into
any definitive agreement with, or promised any signing schedule to,
any person (including PDSTI) regarding a sale of the
Company.
- We have been maintaining close discussions with Tsinghua
Unigroup regarding the regulatory approvals required to complete
the Merger, and have provided Tsinghua Unigroup with assistance and
information in such regard in compliance with the Merger Agreement.
We and Tsinghua Unigroup will continue to cooperate with each other
in obtaining the relevant approvals that are required for the
consummation of the Merger. We also understand from Tsinghua
Unigroup that it is on track to obtain the preclearance of the
Merger from the National Development and Reform Commission of
China.
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 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
Leanne Sievers, EVP
Shelton Group Investor Relations
949-224-3874
lsievers@sheltongroup.com
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