Tsinghua Unigroup and RDA Microelectronics Jointly Announce Amendment of Merger Agreement Due to Relaxation of Certain PRC Re...
20 December 2013 - 11:03PM
Tsinghua Unigroup Ltd. ("
Tsinghua Unigroup"), an
operating subsidiary of Tsinghua Holdings Co., Ltd.
("
Tsinghua Holdings"), a solely State-owned
limited liability corporation funded by Tsinghua University in
China, and RDA Microelectronics, Inc. (Nasdaq:RDA)
("
RDA"), 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 jointly announced that the parties
have entered into an amendment to the merger agreement dated
November 11, 2013 in light of the latest relaxation of certain PRC
regulatory approval requirements for overseas investments that are
relevant to the announced merger between Tsinghua Unigroup and RDA
(the "
Merger").
On December 2, 2013, the State Council of the Central Government
of China promulgated a new 2013 Government-Approved Investment
Projects Catalog (the "New Catalog"), which
replaced the 2004 Government-Approved Investment Projects Catalog.
Pursuant to Article 13 of the New Catalog, if no sensitive
country/region or sensitive industry is concerned, overseas
investment projects involving an investment amount between US$300
million and US$1 billion no longer require approval from the
National Development and Reform Commission (the
"NDRC"), but instead are only required to complete
the registration with the NDRC. The NDRC is currently in the
process of preparing the relevant implementation rules.
"We and RDA amended the merger agreement to reflect the
relaxation of regulatory requirements under the New
Catalog. We are continuing to collaborate with the relevant
parties to close the Merger smoothly," said Mr. Zhao Weiguo,
Chairman and President of Tsinghua Unigroup.
Steven Tang, Chairman of RDA, said "We are pleased to see the
positive de-regulation trend in China under the current
administration. RDA's Board of Directors supports and
reiterates its recommendation for the shareholders to approve the
Merger with Tsinghua Unigroup at the upcoming shareholders meeting
on December 27, 2013."
The Merger remains subject to closing conditions, including
approval of the shareholders of RDA, obtaining other required
approvals and other customary closing conditions. RDA has
scheduled an extraordinary general meeting of its shareholders on
December 27, 2013, at 10:00 a.m. Beijing time to vote on the
Merger.
About Tsinghua Unigroup
Tsinghua Unigroup Ltd. is an operating subsidiary of Tsinghua
Holdings Co., Ltd., a solely state-owned limited liability
corporation funded by Tsinghua University in China. Tsinghua
Holdings Co., Ltd. is the controlling shareholder of Tsinghua
Unigroup. The other shareholder is Beijing Jiankun Investment
Group Co. Ltd. Tsinghua Unigroup's business lines include
high-technology, bio-technology, science park development, and
urban infrastructure construction.
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, including statements regarding Tsinghua
Unigroup's belief that its filing with the NDRC or other applicable
government entity should include all information that will be
required for registration of the merger under the new regulatory
scheme and intention to work with the NDRC or other applicable
government entity if any additional information is
requested. Forward-looking statements 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 uncertainty regarding further
regulatory changes with respect to the NDRC or other requirements
impacted by the new catalog; RDA'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; RDA'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 RDA's filings with the Securities and Exchange
Commission. RDA 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
Leanne Sievers, EVP
Shelton Group Investor Relations
949-224-3874
sievers@sheltongroup.com
Rong Chen, Vice President - Investments
Tsinghua Unigroup Ltd.
ir@unigroup.com.cn
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