RFMD to Acquire Sirenza Microdevices
August 20, 2007
GREENSBORO, NORTH CAROLINA and BROOMFIELD, COLORADO -- August 20, 2007 -- RF Micro Devices, Inc. (Nasdaq GS: 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 (Nasdaq GM: SMDI), a supplier of radio frequency (RF) components, today announced they have signed a definitive merger agreement. Highlights of the combination are: *Accelerates RFMD's penetration of multiple high-growth markets *Increases RFMD's total addressable market by approximately 67% to more than $20 billion *Enables RFMD to extend its deep high-performance IC design and integration expertise into Sirenza's multi-market end markets *Diversifies RFMD's global customer base *Strengthens RFMD's management team *Enhances RFMD's margin profile Under the terms of the merger agreement unanimously approved by the respective boards of directors of the two companies, each outstanding share of Sirenza's common stock will be exchanged for a combination of 1.7848 shares of RFMD common stock and $5.56 in cash. Outstanding options to purchase Sirenza stock will be assumed by RFMD and converted into options to purchase RFMD stock. Based on RFMD's closing stock price on Friday, August 10, 2007, the last trading day prior to the announcement of the transaction, the consideration is valued at $16.64 per share, which represents a 17% premium over Sirenza's closing stock price on such date, and an offer value of approximately $900 million comprised of $300 million in cash with the balance in stock. The transaction is intended to allow all or a portion of the consideration receivable in RFMD stock to be tax-free to Sirenza stockholders. Upon completion of the transaction, current RFMD and Sirenza stockholders will own approximately 67 percent and 33 percent, respectively, of the combined company on a fully diluted basis. The transaction is expected to be completed in RFMD's third fiscal quarter, ending December 29, 2007, and is subject to approval by the stockholders of both companies as well as regulatory approval. RFMD expects the transaction to be accretive to non-GAAP EPS within six months of closing, with modest synergies assumed. The management teams of RFMD and Sirenza will be combined to address the expanded opportunities created by the merger. Bob Van Buskirk, president and CEO of Sirenza, 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 post-closing board of directors of the combined company is expected to consist of nine members from RFMD and two members from Sirenza. "This strategic acquisition brings together two companies with leadership positions and considerable expertise in RF systems and solutions," said Bob Bruggeworth, president and CEO of RFMD. "It creates the world's largest, most diversified and best positioned RF company, with a broad set of customers and a diversified product portfolio of high performance components and systems-level solutions. The transaction will allow RFMD to capitalize on the RF integration and systems-level design expertise we continue to pioneer in the cellular world and apply those capabilities across Sirenza's broad footprint in multiple high-growth RF markets, including broadband/CATV, wireless infrastructure, WiMAX and aerospace and defense. Similarly, the transaction will allow Sirenza to expand its revenue stream beyond component-level solutions and drive supply chain and procurement efficiencies, as a result of RFMD's leadership in high-volume semiconductor manufacturing. Our two businesses are highly complementary in terms of customers, markets, products and manufacturing expertise, and our combination will create an RF market leader with breadth, scale and capabilities that are unrivalled." "We are very pleased to be announcing this transaction, which we believe clearly serves not only best interests of the shareholders of Sirenza, but also the interests of the shareholders of RFMD as well as the customers and employees of both companies," said Bob Van Buskirk, president and CEO of Sirenza. "We have great potential to accelerate revenue growth and expand margins by leveraging the technology base, supply chain and leadership position RFMD has achieved. There is a tremendous opportunity to apply the highly integrated, systems-level design expertise demanded by RFMD's cellular handset customers to the markets that Sirenza currently serves. RFMD and Sirenza serve customers representing a combined total addressable market of greater than $20 billion, and our very complementary companies can deliver more highly integrated solutions that will enhance the quality, efficiency and performance of our customers' end-products." Merrill Lynch & Co. acted as exclusive financial advisor to RFMD, and Banc of America Securities LLC acted as exclusive financial advisor to Sirenza. Conference Call A conference call has been scheduled for 10:00 a.m. EDT today to discuss the transaction. The conference call will be broadcast live over the Internet and can be accessed by any interested party at http://www.rfmd.com (under Investor Info) or at http://www.earnings.com or at www.sirenza.com (under Investor Relations/Executive Presentations). Please access the website at least 15 minutes prior to the start of the call to register, download and install any necessary audio software. For those who are not available to listen to the live conference call, a replay will be available via telephone from approximately noon EDT on August 13 until midnight EDT on August 20. The access numbers for the replay are (800) 405-2236 or (303) 590-3000, and the pass code for the replay is 11095711#. Additional Information and Where to Find It RFMD intends to file 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 when they become available because they will 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 will be 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.