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Filed by Alpha Industries, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 under
the Securities Exchange Act of 1934
Commission File Number: 001-05560
Subject Company: Alpha Industries, Inc.
On May 10, 2002, Alpha Industries filed with the SEC a registration statement
on Form S-4 containing a definitive proxy statement/prospectus-information
statement regarding the proposed merger of Conexant's wireless communications
business with Alpha. Investors and security holders are urged to read the
definitive proxy statement/prospectus-information statement and any other
relevant documents filed by Alpha with the SEC regarding the proposed merger
because they contain, or will contain, important information about Alpha,
Conexant's wireless communications business and the merger. The definitive
proxy statement/prospectus-information statement was sent to Alpha
stockholders on or about May 13, 2002, seeking stockholder approval of the
proposed merger. Investors and security holders of Alpha may obtain a free
copy of the definitive proxy statement/prospectus-information statement and
any other relevant materials regarding the proposed merger, and other
documents filed by Alpha with the SEC at the SEC's web site at
http://www.sec.gov, on the "Investor Relations" section of the Alpha Web site,
http://www.alphaind.com or by directing such request to Alpha Industries,
Inc., Attn: Paul E. Vincent, 20 Sylvan Road, Woburn, MA, 01801.
Alpha and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Alpha Industries'
stockholders. A list of the names of the directors and executive officers and
descriptions of their interests in Alpha is contained in Alpha Industries'
proxy statement for its 2001 annual meeting of stockholders filed with the SEC
on July 30, 2001, and will also be included in future proxy statements filed
with the SEC. Stockholders may obtain additional information about the
interests of the directors and executive officers in the merger by reading the
preliminary proxy statement/prospectus-information statement and the
definitive proxy statement/prospectus-information statement when it becomes
available.
THE FOLLOWING IS THE PRESS RELEASE DISSEMINATED BY ALPHA INDUSTRIES, INC.
ON MAY 21, 2002.
Alpha Contact: Conexant Contacts:
Paul Vincent Editorial
Chief Financial Officer Lisa Briggs
(781) 935-5150, ext. 4438 (949) 483-1148
Investor Relations
Thomas Schiller
(949) 483-4707
'SKYWORKS' CHOSEN AS THE NAME FOR
ALPHA AND CONEXANT'S COMBINED WIRELESS COMPANY
Company Assumes Tagline "Breakthrough Simplicity;" Nasdaq Ticker Symbol SWKS
WOBURN, Mass and NEWPORT BEACH, Calif., May 21, 2002 - Alpha Industries, Inc.
(Nasdaq: AHAA) and Conexant Systems, Inc. (Nasdaq: CNXT) today announced that
Skyworks Solutions, Inc. has been selected as the name for the new independent
wireless company that will be created through the merger of Alpha and
Conexant's wireless business. The new company name, logo and tagline
"Breakthrough Simplicity(TM)" were unveiled today to the more than 4,000
employees worldwide.
Skyworks will be the industry's leading wireless semiconductor
company focused on radio frequency (RF) and complete semiconductor system
solutions for mobile communications applications upon completion of the
merger. The transaction between Alpha and Conexant remains on track to be
completed by the end of next month. Following the close, Skyworks shares will
begin trading on the Nasdaq Stock Market under the ticker symbol SWKS.
"The name Skyworks was chosen because it defines who we are and what
we do," said David Aldrich, chief executive officer of Alpha, who will become
chief executive officer of Skyworks when the merger is complete. "`Sky'
represents the vast and growing nature of wireless communications, and `works'
addresses our ability to solve problems and provide customers with integrated
solutions.
"Wireless technology is extremely complex. It's our business to
translate that complexity into simple solutions that are easily integrated,
allowing our customers to focus on their product's features and servicing
their customers," Aldrich added. "Today's handset customers are looking for
more highly integrated products from fewer suppliers. Skyworks will be
uniquely positioned to gain market share as we will possess the industry's
widest breadth of essential technologies and a complete range of wireless
products enabling us to offer our customers complete system solutions. Out of
the gate, our top four customers will be the world's leading cellular handset
manufacturers."
The new company also unveiled its logo, a blue symbol representing a
wireless network in the sky. The logo reflects the complex process of
translating wireless technology into connectivity and clarity.
Skyworks will adopt the tagline "Breakthrough Simplicity" to capture
the company's core value proposition. The statement was chosen to convey the
company's goal of turning complexity into simplicity, and simplicity into
competitive advantage.
To learn more about the new company please visit www.skyworksinc.com.
Completion of the merger is subject to approval by Alpha
shareholders, receipt of a ruling by the IRS that the spin-off of Conexant's
wireless business immediately prior to the merger will be tax-free to Conexant
stockholders and satisfaction of all other closing conditions.
On May 10, 2002, Alpha Industries filed with the SEC a registration
statement on Form S-4 containing a definitive proxy statement/prospectus -
information statement regarding the proposed merger of Conexant's wireless
communications business with Alpha. Investors and security holders are urged
to read the definitive proxy statement/prospectus - information statement
and any other relevant documents filed by Alpha with the SEC regarding the
proposed merger because they contain, or will contain, important information
about Alpha, Conexant's wireless communications business and the merger. The
definitive proxy statement/prospectus-information statement is being sent to
Alpha and Conexant stockholders. Investors and security holders may obtain a
free copy of the definitive proxy statement/prospectus-information statement
and any other relevant materials regarding the proposed merger, and other
documents filed by Alpha with the SEC, at the SEC's web site at
http://www.sec.gov or on the "Investor Relations" section of the Alpha Web
site, http://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.
About Alpha
Alpha Industries 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(TM) (aiIP(TM)) 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.
About Conexant
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 three separate businesses that address the wireless
communications, broadband access and Internet infrastructure markets.
Conexant's wireless communications business is focused on providing
power amplifiers, radio-frequency subsystems and complete systems solutions.
The broadband access business develops and delivers integrated solutions that
enable digital entertainment and information networks for the home and small
office. Mindspeed Technologies, the company's Internet infrastructure
business, 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. 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.
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Skyworks, Skyworks Solutions, and the Breakthrough Simplicity tagline are
trademarks or registered trademarks of Alpha Industries, Inc. and Conexant
Systems, Inc., or its subsidiaries in the U.S. and in other countries.
Conexant and Mindspeed are trademarks or registered trademarks of Conexant
Systems, Inc. or its subsidiaries in the U.S. and in other countries.