SHANGHAI, China, Nov. 11, 2013 (GLOBE NEWSWIRE) -- 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 provided the following comments regarding certain media reports in China:
It has come to our attention that there is a purported third party offer on the date we announced the signing of the merger agreement between RDA and Tsinghua Unigroup. RDA is providing the following clarifications in view of potential misinformation, and to assure the investors that our Board has been acting, and will continue to act, in the best interests of our shareholders:
1. Over the course of past several weeks, the RDA Board of Directors has conducted a robust, comprehensive and structured evaluation process of strategic alternatives. During such process, the RDA board has considered a wide range of relevant factors, analysis and data points available before recommending and executing a definitive merger agreement with Tsinghua Unigroup as the most favorable and credible offerer.
2. During the course of today's board meeting approving the entry of the merger agreement with Tsinghua, some of our directors and officers received an unusual and erroneously dated non-binding proposal. Such proposal was sent from a private QQ email account alleging to be from a PRC-incorporated 3rd party (the "PRC Party"). This PRC Party has never previously contacted our company before or during the evaluation process, nor has it engaged in a semiconductor business to our knowledge. Such proposal, strangely dated as of September 27, 2013 initially, stated a higher-than-US$18.50/ADS cash offer subject to unspecified combination of equity and debt financing. The proposal was signed but not sealed by the PRC Party, which suggests a deficiency in the formality of due execution by a PRC incorporated entity.
3. Our Board immediately instructed our advisors to reach out to the PRC Party, with the objective of seeking further information and verifying the intent and credibility of such party. The proposal from the PRC Party also refers to a highly confident letter that the PRC Party claimed it has obtained from several leading financial institutions. Our legal advisor promptly spoke with the sender of such proposal, who claimed he did not know anything about the proposal other than being instructed to send the proposal via his personal QQ email account. The sender also referred our legal advisor to the PRC Party's in-house counsel. Our legal advisor then spoke with such in-house counsel, who was not able to provide contact information of any of their project team members, including the signatory of the proposal letter. Given that we were not able to obtain any credible information about the financial capability of the PRC Party, we have also conducted a public search which indicated that the PRC Party was incorporated in 2011 with a registered capital of RMB60 million (less than US$10 million).
4. Our Board has determined that based on the currently available information, we have no basis to believe that the unusual proposal from the PRC Party is credible.
5. After thorough review and formal evaluation, our Board has approved the definitive merger agreement with Tsinghua Unigroup. We would nevertheless point out that under the signed merger agreement with Tsinghua Unigroup, RDA may still respond to a bona fide, unsolicited written proposal if our Board determines such proposal is reasonably expected to lead to a superior proposal.
About RDA Microelectronics, Inc.
RDA 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 press release contains "forward-looking" statements 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. The forward-looking statements include statements concerning the expected timing of the completion of the proposed merger, our outlook for the future, as well as other statements of beliefs, future plans and strategies or anticipated events, and similar expressions concerning matters that are not historical facts. Our forward-looking information and statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, the statements. These risks and uncertainties include the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the inability to complete the proposed merger due to the failure to obtain shareholder approval for the proposed merger or the failure to satisfy other conditions to completion of the proposed merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction, risks related to disruption of management's attention from the Company's ongoing business operations due to the transaction, the effect of the announcement of the proposed merger on the Company's relationships with its customers, suppliers and employees, operating results and business generally, anticipated growth strategies; 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 Securities and Exchange Commission. Readers are cautioned not to place undue reliance on forward-looking statements because actual results may differ materially from those expressed in, or implied by, the statements. Any forward-looking statement that we make speaks only as of the date of such statement, and we undertake 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.
Lily Dong, Chief Financial Officer RDA Microelectronics, Inc. +86-21-5027-1108 or Leanne Sievers, EVP Shelton Group Investor Relations 949-224-3874
