RDA Microelectronics Announces the Receipt of Shareholder Approval for Acquisition by Tsinghua Unigroup Ltd.
27 December 2013 - 3:02PM
RDA Microelectronics, Inc. (Nasdaq:RDA) ("RDA" or
the "Company"), 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 announced the results of its
extraordinary general meeting of shareholders (the
"EGM") held on December 27, 2013 in respect of the
Company's pending acquisition by Tsinghua Unigroup Ltd.
("Tsinghua Unigroup"). As previously announced on
November 12, 2013 and December 20, 2013, RDA and Tsinghua Unigroup
entered into a definitive merger agreement dated November 11, 2013,
as amended (the "Merger Agreement"), pursuant to
which the Company will become a majority-owned subsidiary of
Tsinghua Unigroup (the "Merger") and each American
depositary share (representing six ordinary shares) will be
converted into the right to receive US$18.50 in cash and each
ordinary share will be converted into the right to receive
US$3.083333 in cash.
At the EGM, shareholders constituting a valid quorum were
present in person or by proxy and approved all of the resolutions
proposed in the EGM notice, which included approval of (1) the
Merger Agreement, (2) the Plan of Merger required to be filed with
the Registrar of Companies in the Cayman Islands to give effect to
the Merger and (3) the transactions contemplated by the Merger
Agreement, including the Merger. Approximately 70.70% of the
outstanding ordinary shares (including ordinary shares underlying
outstanding American depositary shares) voted at the EGM, with
approximately 99.74% of such voted shares voting in favor of these
resolutions. As such, the Merger was duly approved by the Company's
shareholders.
Completion of the Merger remains subject to the satisfaction or
waiver of other customary closing conditions set forth in the
Merger Agreement, including the receipt of the required regulatory
approvals.
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. 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 PRC regulatory requirements
impacted by the new regulations promulgated by the PRC State
Council; the Company'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; the Company'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 the Company's filings with the United States Securities
and Exchange Commission. The Company 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
lsievers@sheltongroup.com
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