SHANGHAI, China, May 2, 2014 (GLOBE NEWSWIRE) -- RDA Microelectronics, Inc. (Nasdaq:RDA) ("RDA Microelectronics" 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 responds to recent media reports regarding an extension of the NDRC preclearance obtained by Shanghai Pudong Science and Technology Investment Co., Ltd. ("PDSTI"), which was originally granted to PDSTI in connection with its prior attempted offer to acquire the Company last year.
The Company is issuing this announcement in view of potential misinformation regarding the reported PDSTI extension, and to also clarify certain aspects of status regarding the pending merger transaction (the "Transaction") with Tsinghua Unigroup Ltd. ("Tsinghua Unigroup").
With regard to PDSTI, the Company hereby clarifies that (i) since the Company selected Tsinghua Unigroup as the winning bidder after a competitive market process that resulted in the Company entering into the merger agreement with Tsinghua Unigroup (the "Merger Agreement") in November 2013, PDSTI has not approached the Company with any transactable alternative proposal or provided any credible proof to establish its funding capability given the lack of track record in completing any major overseas acquisition; and (ii) the Company has not been in contact with PDSTI for several months.
As a result of the new 2013 Government-Approved Investment Projects Catalog promulgated by the State Council of the Central Government of China in December 2013, and in anticipation of the new implementation rules to be published by the National Development and Reform Commission ("NDRC") thereunder, the Company and Tsinghua Unigroup amended the Merger Agreement on December 20, 2013. The NDRC has recently published such implementation rules, which will take effect from May 8, 2014. The amended Merger Agreement provides for at least 3 months after the effectiveness of such implementation rules to close the transaction contemplated thereby.
The Company and Tsinghua Unigroup have been working closely and actively to close the transaction within the framework of the amended Merger Agreement. Tsinghua Unigroup has also fully funded its escrow account for the termination fees after approval by the Company's shareholders of the transaction contemplated by the Merger Agreement in December 2013.
With the assistance of US and PRC legal counsel and other advisors, the Company and its Board of Directors will continue to evaluate developments in regards to the Transaction, and to closely monitor potential impact, if any, on the closing process. The Company and its Board of Directors are committed to and will continue acting to protect and maximize shareholder interest and will update the shareholders with any material developments of the pending merger transaction with Tsinghua Unigroup.
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 that 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 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 Securities and Exchange Commission. This press release also contains statements or projections that are based upon information available to the public, as well as other information from sources which the Company believes to be reliable but whose accuracy or completeness the Company cannot guarantee. 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.