EX-99.1
3
pressreleasebod1.htm
COMPANY PRESS RELEASE
RFMD
®
Contacts
Dean Priddy Doug DeLieto Jerry
Neal
CFO VP,
Investor Relations Executive Vice President
336-678-7975 336-678-7968 336-678-7001
FOR IMMEDIATE RELEASE
NOVEMBER 13, 2007
RFMD
®
COMPLETES ACQUISITION OF SIRENZA
MICRODEVICES
GREENSBORO,
NC, - NOVEMBER 13, 2007 -
RF Micro Devices, (NASDAQ GS: RFMD), a global
leader in the design and manufacture of high-performance radio frequency
systems and solutions, today announced the completion of its acquisition
of Sirenza Microdevices, Inc. (Nasdaq GM: SMDI), a supplier of radio frequency
(RF) components.
Under the
terms of the definitive merger agreement, each outstanding share of Sirenza's
common stock was exchanged for a combination of 1.7848 shares of RFMD common
stock and $5.56 in cash. Outstanding options to purchase Sirenza common stock
were assumed by RFMD and converted into options to purchase RFMD common stock.
Based on RFMD's closing stock price on November 13, 2007, the
consideration for the outstanding shares of Sirenza stock is valued at $16.80
per share and represents an aggregate value of approximately $900 million,
comprised of approximately $300 million in cash with the balance in RFMD stock.
As a result of the transaction, Sirenza common stock has ceased to be publicly
traded and is no longer listed on Nasdaq.
The
management teams of RFMD and Sirenza will be combined to capitalize on the
expanded opportunities created by the merger. Bob Van Buskirk, president and
CEO of Sirenza prior to the acquisition, will relocate to North Carolina and
will lead RFMD's new Multi-Market Products Group. Bob Bruggeworth, president
and CEO of RFMD, will continue as president and CEO of the combined company.
The board of directors of the combined company will consist of the current nine
members of RFMD's board and two new members from Sirenza's board.
"The
acquisition of Sirenza Microdevices brings RFMD a broad set of customers and a
diversified product portfolio of high performance RF components for multiple
markets", said Bob Bruggeworth, president and CEO of RFMD. "We are thrilled to
add Sirenza's employees, stockholders and customers to our organization, and we
look forward to executing on the many opportunities created by the combination
of RFMD and Sirenza Microdevices, which we believe creates the world's largest,
most diversified and best positioned RF company".
Bob Van Buskirk, previously president and CEO of Sirenza,
said, "We believe this transaction clearly serves the best interests of the
shareholders of Sirenza and RFMD as well as the best interests of the
customers, suppliers and employees of both companies. As the president of RFMD's newly formed Multi-Market Products Group, I am extremely excited about
our ability to grow our combined multi-market businesses. We intend to expand
margins by leveraging our technology base and robust global supply chain, and
we believe we have a tremendous opportunity to achieve profitable growth as the
acknowledged leader in RF solutions".
RFMD will
provide additional insight into the acquisition of Sirenza during its 2007
analyst day, which will begin at 7:30 a.m. ET and last until 11:00 a.m. ET on
Thursday, November 15. A simultaneous live broadcast
of the event will be available over the Internet and can be accessed by any
interested party at http://www.rfmd.com, by clicking on "Investor
Info", and at http://www.fulldisclosure.com. The webcast will be
listen-only and will be accessible and archived for replay at http://www.rfmd.com.
Merrill
Lynch & Co. acted as exclusive financial advisor to RFMD, and Banc of
America Securities LLC acted as exclusive financial advisor to Sirenza.
About
RFMD:
RF Micro
Devices (NASDAQ GS: RFMD) is a global leader in the design and manufacture of
high-performance radio frequency systems and solutions for applications that
drive wireless and broadband communications. RFMD's cellular front ends, cellular
transceivers, RF components and system-on-chip (SoC) solutions enable worldwide
mobility, provide enhanced connectivity and support advanced functionality in the
cellular handset, cellular base station, wireless local area network (WLAN), CATV
networking, aerospace, defense, and global positioning systems (GPS) markets.
Recognized for its diverse portfolio of state-of-the-art semiconductor
technologies and vast RF systems expertise, RFMD is a preferred supplier to the
world's leading mobile device and RF equipment manufacturers.
Headquartered
in Greensboro, N.C., RFMD is an ISO 9001- and ISO 14001-certified manufacturer
with worldwide engineering, design, sales and service facilities. RFMD is
traded on the NASDAQ Global Select Market under the symbol RFMD. For more
information, please visit RFMD's web site at www.rfmd.com.
Forward
Looking Statements
This press
release includes "forward-looking statements" within the meaning of
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. These forward-looking statements include, but are not limited to, statements
relating to the anticipated benefits of the merger, including future
competitive positioning and business synergies, future market demand and future
benefits to shareholders, and are not historical facts and typically are
identified by use of terms such as "may", "will,"
"could", "expect", "anticipate,"
"believe", "potential", "continue" and similar
words, although some forward-looking statements are expressed differently. You
should be aware that the forward-looking statements included herein represent our
current judgment and expectations, but our actual results, events and
performance are subject to risks and uncertainties and could differ materially
from those expressed or implied by forward-looking statements. We do not intend
to update any of these forward-looking statements or publicly announce the
results of any revisions to these forward-looking statements, other than as is
required under the federal securities laws. The potential risks and
uncertainties include, but are not limited to: potential difficulties that may
be encountered in integrating the merged businesses; potential uncertainties
regarding market acceptance of the combined company; competitive responses to
the merger; an economic downturn; variability in quarterly operating results;
the rate of growth and development of wireless markets; risks associated with
the operation of RFMD's wafer fabrication facilities, molecular beam epitaxy
facility, assembly facility and test and tape and reel facilities; our ability
to attract and retain skilled personnel and develop leaders; variability in
production yields; our ability to reduce costs and improve gross margins by
implementing innovative technologies; our ability to bring new products to
market; our ability to adjust production capacity in a timely fashion in
response to changes in demand for our products; dependence on a limited number
of customers and dependence on third parties. These and other risks and
uncertainties, which are described in more detail in our most recent Annual
Report on Form 10-K and other reports that we file with the Securities and
Exchange Commission, could cause actual results and developments to be
materially different from those expressed or implied by any of these
forward-looking statements.
RF MICRO DEVICES
®
and RFMD
®
are trademarks of RFMD, LLC. All other trade names, trademarks and registered
trademarks are the property of their respective owners.
# # #

EX - 99 . 1 3 pressreleasebod1 . htm COMPANY PRESS RELEASE RFMD ® Contacts Dean Priddy Doug DeLieto Jerry Neal CFO VP , Investor Relations Executive Vice President 336 - 678 - 7975 336 - 678 - 7968 336 - 678 - 7001 FOR IMMEDIATE RELEASE NOVEMBER 13 , 2007 RFMD ® COMPLETES ACQUISITION OF SIRENZA MICRODEVICES GREENSBORO , NC , - NOVEMBER 13 , 2007 - RF Micro Devices , ( NASDAQ GS : RFMD ) , a global leader in the design and manufacture of high - performance radio frequency systems and solutions , today announced the completion of its acquisition of Sirenza Microdevices , Inc . ( Nasdaq GM : SMDI ) , a supplier of radio frequency ( RF ) components . Under the terms of the definitive merger agreement , each outstanding share of Sirenza 's common stock was exchanged for a combination of 1 . 7848 shares of RFMD common stock and $ 5.56 in cash . Outstanding options to purchase Sirenza common stock were assumed by RFMD and converted into options to purchase RFMD common stock . Based on RFMD 's closing stock price on November 13 , 2007 , the consideration for the outstanding shares of Sirenza stock is valued at $ 16.80 per share and represents an aggregate value of approximately $ 900 million , comprised of approximately $ 300 million in cash with the balance in RFMD stock . As a result of the transaction , Sirenza common stock has ceased to be publicly traded and is no longer listed on Nasdaq . The management teams of RFMD and Sirenza will be combined to capitalize on the expanded opportunities created by the merger . Bob Van Buskirk , president and CEO of Sirenza prior to the acquisition , will relocate to North Carolina and will lead RFMD 's new Multi - Market Products Group . Bob Bruggeworth , president and CEO of RFMD , will continue as president and CEO of the combined company . The board of directors of the combined company will consist of the current nine members of RFMD 's board and two new members from Sirenza 's board . " The acquisition of Sirenza Microdevices brings RFMD a broad set of customers and a diversified product portfolio of high performance RF components for multiple markets " , said Bob Bruggeworth , president and CEO of RFMD . " We are thrilled to add Sirenza 's employees , stockholders and customers to our organization , and we look forward to executing on the many opportunities created by the combination of RFMD and Sirenza Microdevices , which we believe creates the world ' s largest , most diversified and best positioned RF company " . Bob Van Buskirk , previously president and CEO of Sirenza , said , " We believe this transaction clearly serves the best interests of the shareholders of Sirenza and RFMD as well as the best interests of the customers , suppliers and employees of both companies . As the president of RFMD 's newly formed Multi - Market Products Group , I am extremely excited about our ability to grow our combined multi - market businesses . We intend to expand margins by leveraging our technology base and robust global supply chain , and we believe we have a tremendous opportunity to achieve profitable growth as the acknowledged leader in RF solutions " . RFMD will provide additional insight into the acquisition of Sirenza during its 2007 analyst day , which will begin at 7 : 30 a.m. ET and last until 11 : 00 a.m. ET on Thursday , November 15 . A simultaneous live broadcast of the event will be available over the Internet and can be accessed by any interested party at http://www.rfmd.com , by clicking on " Investor Info " , and at http://www.fulldisclosure.com . The webcast will be listen - only and will be accessible and archived for replay at http://www.rfmd.com . Merrill Lynch & Co . acted as exclusive financial advisor to RFMD , and Banc of America Securities LLC acted as exclusive financial advisor to Sirenza . About RFMD : RF Micro Devices ( NASDAQ GS : RFMD ) is a global leader in the design and manufacture of high - performance radio frequency systems and solutions for applications that drive wireless and broadband communications . RFMD 's cellular front ends , cellular transceivers , RF components and system - on - chip ( SoC ) solutions enable worldwide mobility , provide enhanced connectivity and support advanced functionality in the cellular handset , cellular base station , wireless local area network ( WLAN ) , CATV networking , aerospace , defense , and global positioning systems ( GPS ) markets . Recognized for its diverse portfolio of state - of - the - art semiconductor technologies and vast RF systems expertise , RFMD is a preferred supplier to the world 's leading mobile device and RF equipment manufacturers . Headquartered in Greensboro , N . C . , RFMD is an ISO 9001 - and ISO 14001 - certified manufacturer with worldwide engineering , design , sales and service facilities . RFMD is traded on the NASDAQ Global Select Market under the symbol RFMD . For more information , please visit RFMD 's web site at www.rfmd.com . Forward Looking Statements This press release includes " forward - looking statements " within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 . These forward - looking statements include , but are not limited to , statements relating to the anticipated benefits of the merger , including future competitive positioning and business synergies , future market demand and future benefits to shareholders , and are not historical facts and typically are identified by use of terms such as " may " , " will , " " could " , " expect " , " anticipate , " " believe " , " potential " , " continue " and similar words , although some forward - looking statements are expressed differently . You should be aware that the forward - looking statements included herein represent our current judgment and expectations , but our actual results , events and performance are subject to risks and uncertainties and could differ materially from those expressed or implied by forward - looking statements . We do not intend to update any of these forward - looking statements or publicly announce the results of any revisions to these forward - looking statements , other than as is required under the federal securities laws . The potential risks and uncertainties include , but are not limited to : potential difficulties that may be encountered in integrating the merged businesses ; potential uncertainties regarding market acceptance of the combined company ; competitive responses to the merger ; an economic downturn ; variability in quarterly operating results ; the rate of growth and development of wireless markets ; risks associated with the operation of RFMD 's wafer fabrication facilities , molecular beam epitaxy facility , assembly facility and test and tape and reel facilities ; our ability to attract and retain skilled personnel and develop leaders ; variability in production yields ; our ability to reduce costs and improve gross margins by implementing innovative technologies ; our ability to bring new products to market ; our ability to adjust production capacity in a timely fashion in response to changes in demand for our products ; dependence on a limited number of customers and dependence on third parties . These and other risks and uncertainties , which are described in more detail in our most recent Annual Report on Form 10 - K and other reports that we file with the Securities and Exchange Commission , could cause actual results and developments to be materially different from those expressed or implied by any of these forward - looking statements . RF MICRO DEVICES ® and RFMD ® are trademarks of RFMD , LLC . All other trade names , trademarks and registered trademarks are the property of their respective owners . # # #