RFMD® Completes Acquisition of Sirenza Microdevices
GREENSBORO, NORTH CAROLINA - NOVEMBER 20, 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.