Alpha and Conexant Achieve Merger Milestone; Companies Granted Early Termination of Hart-Scott-Rodino Waiting Period
The termination of the waiting period satisfies one of the conditions to the merger, pursuant to which Conexant shareowners would receive 0.342 of a share in the new company and Alpha shareholders would continue to hold their existing Alpha shares as shares in the new company. The new company would have approximately 140 million fully diluted shares outstanding, with current Alpha shareholders owning approximately 33 percent and current Conexant shareowners owning approximately 67 percent of the combined company's shares on a fully diluted basis.
Alpha and Conexant currently anticipate that the merger will be completed in the second calendar quarter of 2002. The completion of the merger remains subject to approval by Alpha shareholders, receipt of a ruling by the IRS that the Conexant wireless business spin-off qualifies as tax-free and satisfaction of all other closing conditions.
Conexant Systems, Inc. is a worldwide leader in semiconductor system solutions for communications applications. Conexant leverages its expertise in mixed-signal processing to deliver integrated systems and semiconductor products through two separate businesses: Conexant and Mindspeed Technologies.
Conexant's personal networking business is focused on wireless communications, digital infotainment and personal computing products that are used in mobile communications and the broadband digital home. Mindspeed Technologies designs, develops and sells a complete portfolio of semiconductor networking solutions that facilitate the aggregation, transmission and switching of data, video and voice from the edge of the Internet to linked metropolitan area networks and long-haul networks.
Conexant, headquartered in Newport Beach, Calif., delivered revenues of $1.1 billion for fiscal 2001, and has approximately 6,900 employees worldwide. The company is a member of the S&P 500 and Nasdaq-100 indices. To learn more, visit us at www.conexant.com or www.mindspeed.com.
Alpha is a leading provider of RF integrated circuit-based solutions, including semiconductors and ceramic components, for the wireless and broadband communications markets. Alpha's switches, power amplifiers and discrete semiconductors are used by the world's leading broadband, infrastructure and wireless communications companies to enhance the speed, quality and performance of voice, data and video. The company's Alpha Integration Platform (aiIP) is a breakthrough manufacturing, packaging and design technique that reduces design complexity and improves the OEM's overall time to market for new products. For more information, please visit Alpha's Web site, www.alphaind.com.
Safe Harbor Statement
This press release contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those projected as a result of certain risks and uncertainties, including but not limited to those detailed from time to time in Conexant's and Alpha's Securities and Exchange Commission filings. Such risks and uncertainties also include delays in obtaining the other regulatory approvals required to consummate the merger, difficulties in integrating Conexant's wireless business and Alpha's business and failure of the spin-off of Conexant's wireless business to qualify as a tax-free reorganization.
Paul Vincent, Chief Financial Officer,
(781) 935-5150 Ext. 4438
Tom Schiller/Investor Relations,