Under the terms of the agreement, Freescale will pay $3 per outstanding share of SigmaTel stock representing approximately $110 million in cash. The agreement is subject to various customary closing conditions, including all necessary shareholder and regulatory approvals, and is expected to close in the second quarter of fiscal year 2008.
"The SigmaTel acquisition enhances the long-term, strategic value we can deliver to our customers," said Lynelle McKay, senior vice president and general manager of Freescale's Networking and Multimedia Group. "Freescale's proven strengths in the high- performance multimedia and general purpose markets are complemented by SigmaTel's strong analog and mixed-signal expertise in the portable media player and consumer audio markets."
"The increased demand for feature rich, always-connected consumer electronics devices is driving manufacturers to look for platform-based solutions that will accelerate time to market," said Phil Pompa, president and CEO of SigmaTel. "With the addition of SigmaTel, Freescale is the obvious choice for these next-generation devices."
About Freescale Semiconductor
Freescale Semiconductor is a global leader in the design and manufacture of embedded semiconductors for the automotive, consumer, industrial, networking and wireless markets. The privately held company is based in Austin, Texas, and has design, research and development, manufacturing or sales operations in more than 30 countries. Freescale is one of the world's largest semiconductor companies with 2007 sales of $5.7 billion (USD). www.freescale.com
About SigmaTel
SigmaTel is a fabless semiconductor company which designs, develops, and markets mixed-signal ICs for the consumer electronics market. The Company's target market segments include portable media players, printers and digital televisions. SigmaTel provides complete, system-level solutions that include highly-integrated ICs, customizable firmware and software, software development tools and reference designs. The Company's focus is on enabling customers to rapidly introduce and offer electronic products that are small, light-weight, power-efficient, reliable, and cost-effective. SigmaTel is ISO 9001:2000 certified and is committed to providing customers with high performance, quality products along with superior, worldwide customer service. www.sigmatel.com
Freescale and the Freescale logo are trademarks of Freescale Semiconductor Inc. All other product or service names are the property of their respective owners. (C) Freescale Semiconductor Inc. 2008.
SigmaTel is a registered trademark of SigmaTel, Inc. All other products and brand names as they appear in this release are trademarks or registered trademarks of their respective holders. All specifications may be changed without notice.
Caution Regarding Forward-looking Statements
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words such as expects, anticipates, plans, believes, estimates, will or words of similar meaning and include statements regarding the plans and expectations for the future. The forward-looking statements contained in this press release include statements about the conduct of Freescale after the transaction and the anticipated timing of the transaction. Forward-looking statements are based on management's current expectations and assumptions, which are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and could cause actual outcomes to differ materially from the expectations of Freescale and its management. For example, if SigmaTel's stockholders do not approve the transaction, or if the necessary regulatory approvals are not obtained, the transaction will not be consummated. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: risks associated with uncertainty as to whether the transaction will be completed, costs and potential litigation associated with the transaction, the failure to obtain SigmaTel's stockholder approval, the inability to obtain, or meet specific conditions imposed for applicable regulatory approvals relating to the transaction, the failure of either party to meet the closing conditions set forth in the merger agreement, the extent and timing of regulatory approvals and the risk factors discussed from time to time by the company in reports filed with the Securities and Exchange Commission. We urge you to carefully consider the risks which are described in Freescale's and SigmaTel's filings with the Securities and Exchange Commission (including Freescale's Registration Statement on Form S-4/A filed on June 22, 2007 and Freescale's and SigmaTel's filings on Forms 10-K, 10-Q and 8-K). Freescale undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise.
Additional Information about the Proposed Transaction and Where to Find It
SigmaTel will file a proxy statement and other documents regarding the proposed transaction described in this press release with the Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND SUCH OTHER MATERIALS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SIGMATEL AND THE PROPOSED TRANSACTION. A definitive proxy statement will be sent to security holders of SigmaTel seeking their approval of the transaction. Investors and security holders may obtain a free copy of the definitive proxy statement (when available) and other documents filed by SigmaTel with the Securities and Exchange Commission at the SEC's web site at www.sec.gov. The definitive proxy statement and other relevant documents (when available) may also be obtained free of cost by directing a request to Martha Aviles at 512-744-9968.
SigmaTel's directors and executive officers may be deemed, under Securities and Exchange Commission rules, to be participants in the solicitation of proxies from the SigmaTel's stockholders in connection with the proposed transaction. Information about SigmaTel's directors and officers can be found in SigmaTel's Proxy Statements and Annual Reports on Form 10-K filed with the SEC. Additional information regarding the interests of those persons may be obtained by reading the proxy statement and other documents regarding the proposed transaction when they become available.
Contact:
Freescale Semiconductor
Media Relations:
Robert Hatley,
512-996-5134
or
Investor Relations:
Mitch Haws,
512-895-2454