GREENSBORO, N.C., and BROOMFIELD, Colo., Oct. 29 /PRNewswire/ -- RF Micro
Devices, Inc. (Nasdaq: RFMD), a global leader in the design and manufacture of
high-performance radio systems and solutions for applications that drive
mobile communications, and Sirenza Microdevices, Inc. (Nasdaq: SMDI), a
supplier of radio frequency (RF) components, today announced that stockholders
of both companies have approved the necessary proposals to allow RFMD's
acquisition of Sirenza to move forward.
Under the terms of the merger agreement, holders of Sirenza common stock
will receive, in exchange for each share of Sirenza common stock they own, a
combination of cash in the amount of $5.56 and 1.7848 shares of RFMD common
stock (with cash substituted for any fractional shares).
RFMD expects the acquisition to be completed on or about November 13,
2007, subject to satisfaction of customary closing conditions.
Additional Information and Where to Find It
RFMD has filed a registration statement on Form S-4 containing a joint
proxy statement/prospectus and related documents in connection with this
transaction. Investors are urged to read these filings because they contain
important information concerning the transaction. Investors may obtain free
copies of these documents and other documents filed with the Securities and
Exchange Commission at the SEC's website at www.sec.gov. In addition, RFMD and
Sirenza security holders may obtain free copies of documents filed by either
company with the Securities and Exchange Commission by contacting the Investor
Relations Departments of the companies as indicated at the top of this press
release.
RFMD, Sirenza and their directors and executive officers may be deemed to
be participants in the solicitation of proxies from the shareholders of RFMD
and the stockholders of Sirenza in connection with the transaction.
Information regarding the special interests of these directors and executive
officers in the transaction is included in the joint proxy
statement/prospectus described above. Additional information regarding the
directors and executive officers of RFMD is also included in RFMD's proxy
statement for its 2007 Annual Meeting of Shareholders, which was filed with
the SEC on June 28, 2007. Additional information regarding the directors and
executive officers of Sirenza is also included in Sirenza's proxy statement
for its 2007 Annual Meeting of Stockholders, which was filed with the SEC on
April 27, 2007. These documents are available free of charge at the SEC's web
site at www.sec.gov and from Investor Relations Departments of RFMD and
Sirenza, respectively, as indicated at the top of this press release.
About RFMD
RF Micro Devices, Inc. (Nasdaq: RFMD) is a global leader in the design and
manufacture of high-performance radio systems and solutions for applications
that drive mobile communications. RFMD's power amplifiers, transmit modules,
cellular transceivers and system-on-chip (SoC) solutions enable worldwide
mobility, provide enhanced connectivity and support advanced functionality in
current- and next-generation mobile handsets, cellular base stations, wireless
local area networks (WLANs) and global positioning systems (GPS). Recognized
for its diverse portfolio of state-of-the-art semiconductor technologies and
vast RF systems expertise, RFMD is a preferred supplier enabling the world's
leading mobile device manufacturers to deliver advanced wireless capabilities
that satisfy current and future market demands.
Headquartered in Greensboro, North Carolina, 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
http://www.rfmd.com.
About Sirenza
Sirenza is a supplier of radio frequency (RF) components. Headquartered in
Broomfield, Colorado, with operations in China, Germany and the U.S., Sirenza
and its subsidiary Premier Devices design and develop RF components for the
commercial communications, consumer, and aerospace, defense and homeland
security (A&D) equipment markets. Sirenza's integrated circuit (IC),
multi- chip module (MCM) and passive product lines include amplifiers, power
amplifiers, cable TV amplifiers, circulators, isolators, mixers, splitters,
transformers, couplers, modulators, demodulators, transceivers, tuners,
discrete devices, signal source components, government and military specified
components, and receiver ICs for satellite radio. Sirenza holds ISO 9001:2000
Quality Management System and ISO 14001:2004 Environmental Management System
(registered by QMI) certifications for its Broomfield, Colorado manufacturing
facility, and ISO 9001:2000 Quality Management System certifications for its
Shanghai and Nuremberg manufacturing facilities. Detailed product information
may be found on Sirenza's website at http://www.sirenza.com and at
http://www.premierdevices.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 timing of the merger and satisfaction
of conditions to the merger, and are not historical facts and typically are
identified by use of terms such as "may," "will," "should," "could," "expect,"
"plan," "anticipate," "believe," "estimate," "predict," "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 the current judgment and expectations of
the respective companies, but the actual results, events and performance of
each company and of the combined company following the merger are subject to
risks and uncertainties and could differ materially from those expressed or
implied by forward-looking statements. The companies 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: uncertainties as to the timing of the merger
and as to the satisfaction of other closing conditions to the transaction,
including the receipt of regulatory approvals. These and other risks and
uncertainties, which are described in more detail in RFMD's and Sirenza's most
recent Annual Reports on Form 10-K and other reports filed 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.
SOURCE RF Micro Devices, Inc. & Sirenza Microdevices, Inc.
CONTACT: Douglas DeLieto, VP, Investor Relations of RFMD(R),
+1-336-931-7968; or Jodi Bochert, Investor Relations of Sirenza,
+1-303-327-3193, ir@sirenza.com