UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
February 22, 2014 (Date of earliest event reported)
RF Micro Devices, Inc.
(Exact name of registrant as specified in its charter)
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North Carolina |
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0-22511 |
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56-1733461 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
7628 Thorndike Road
Greensboro, North Carolina 27409-9421
(Address of principal executive offices)
(Zip Code)
(336)
664-1233
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
On February 22, 2014, RF Micro Devices, Inc. (RFMD) and TriQuint Semiconductor, Inc. (TriQuint)
entered into an Agreement and Plan of Merger and Reorganization (Merger Agreement), pursuant to which RFMD and TriQuint agreed, on the terms and subject to the conditions of the Merger Agreement, to effect a strategic combination
of their respective businesses through a merger of equals business combination transaction (the Business Combination) by (i) forming a new holding company (HoldCo); (ii) merging a
newly-formed direct subsidiary of HoldCo with and into RFMD, with RFMD surviving such merger as a wholly owned direct subsidiary of HoldCo (such merger, the RFMD Merger); and (iii) merging a newly-formed direct subsidiary of
HoldCo with and into TriQuint, with TriQuint surviving such merger as a wholly owned direct subsidiary of HoldCo (the TriQuint Merger).
Transaction Structure
Pursuant to the terms of the Merger Agreement, at the effective time of the RFMD Merger (the RFMD Merger Effective Time), by
virtue of the RFMD Merger and without any action on the part of any shareholder, each share of common stock of RFMD, no par value per share (RFMD Common Stock), will be converted into the right to receive 0.25 of a share of common
stock, par value $0.001 per share, of HoldCo (HoldCo Common Stock) (the exchange ratio of one share of RFMD Common Stock for 0.25 of a share of HoldCo Common Stock, the RFMD Conversion Ratio). The Merger
Agreement provides that, at the RFMD Merger Effective Time, all RFMD equity awards as of immediately prior to the RFMD Effective Time will be assumed by HoldCo, except that such equity awards as were exercisable for or may be settled in shares of
RFMD Common Stock will become exercisable for or able to be settled in shares of HoldCo Common Stock based on the RFMD Conversion Ratio.
Pursuant to the terms of the Merger Agreement, at the effective time of the TriQuint Merger (the TriQuint Merger Effective
Time), by virtue of the TriQuint Merger and without any action on the part of any stockholder, each share of common stock of TriQuint, $0.001 par value per share (TriQuint Common Stock), will be converted into the right
to receive 0.4187 of a share of HoldCo Common Stock (the exchange ratio of one share of TriQuint Common Stock for 0.4187 of a share of HoldCo Common Stock, the TriQuint Conversion Ratio and, together with the RFMD Conversion
Ratio, the Conversion Ratios). The Merger Agreement provides that, at the TriQuint Merger Effective Time, all TriQuint equity awards as of immediately prior to the TriQuint Merger Effective Time will be assumed by HoldCo, except that
such equity awards as were exercisable for or may be settled in shares of TriQuint Common Stock will become exercisable for or able to be settled in shares of HoldCo Common Stock based on the TriQuint Conversion Ratio.
The RFMD Merger Effective Time is expected to occur promptly after the TriQuint Merger Effective Time. At the closing of the transaction, the
effect of the application of the Conversion Ratios will constitute a one-for-four reverse stock split resulting in approximately 145 million shares outstanding.
Listing of HoldCo Common Stock and Percentage Ownership of HoldCo
The shares of HoldCo Common Stock are expected to be listed on the Nasdaq Global Select Market.
Based on the number of shares of RFMD Common Stock and the number of shares of TriQuint Common Stock, in each case, expected to be issued and
outstanding immediately prior to the RFMD Merger Effective Time and the TriQuint Merger Effective Time, respectively, it is expected that, immediately following the RFMD Merger Effective Time and the TriQuint Merger Effective Time, the former
shareholders of RFMD and the former stockholders of TriQuint will each own approximately 50% of HoldCo.
Governance
HoldCo will have a Board of Directors consisting initially of ten directors, with five directors appointed from the existing board of each
company. Mr. Robert A. Bruggeworth, President and Chief Executive Officer of RFMD, will be one of the five directors selected by RFMD, and Mr. Ralph G. Quinsey, President and Chief Executive Officer of TriQuint, will be one of
the five directors selected by TriQuint.
Under the terms of the Merger Agreement, Mr. Bruggeworth will become the Chief Executive
Officer of HoldCo, and Mr. Quinsey will become the non-executive Chairman of the HoldCo Board.
Merger Agreement
Each of RFMD and TriQuint has made customary representations, warranties and covenants in the Merger Agreement, including, among others,
covenants: (a) to conduct their respective businesses in the ordinary course, consistent with past practice, during the interim period between the execution of the Merger Agreement and the consummation of the Business Combination; (b) not
to solicit proposals or enter into agreements relating to certain kinds of acquisition transactions during such period; (c) to convene and hold meetings of the shareholders of RFMD and the stockholders of TriQuint to approve the Business
Combination; and (d) that, subject to certain exceptions, the Boards of Directors of RFMD and TriQuint will each recommend that their respective shareholders or stockholders approve the Business Combination.
Consummation of the RFMD Merger and the TriQuint Merger are each subject to customary conditions, including: (a) the approval of the
Merger Agreement by the shareholders of RFMD and the stockholders of TriQuint; (b) expiration of the waiting period under applicable U.S. and foreign antitrust laws; (c) absence of any applicable restraining order or injunction prohibiting
the Business Combination; (d) the effectiveness of a registration statement on Form S-4; (e) the absence of material adverse effect with respect to each of RFMD and TriQuint; (f) the accuracy of the representations and warranties of
each party, subject to specified materiality thresholds; (g) performance in all material respects by each party of its obligations under the Merger Agreement; and (h) the delivery of customary tax opinions from counsel to RFMD and
TriQuint.
The Merger Agreement contains termination rights for RFMD and TriQuint applicable upon: (a) a final non-appealable order
or other action permanently restraining, enjoining or prohibiting the Business Combination; (b) the nine-month anniversary of the date of the Merger Agreement, subject to the extension of that time period until the first anniversary of the
Merger Agreement to allow for satisfaction of specified conditions to the closing of the Business Combination; (c) the failure of either RFMDs shareholders or TriQuints stockholders to approve the Business Combination by the
required vote; (d) a breach by the other party that cannot be cured within 30 days notice of such breach, if such breach would result in the failure of the conditions to closing set forth in the Merger Agreement; (e) certain
triggering events, including a change in recommendation relating to the Business Combination by the other partys Board of Directors; and (f) in certain circumstances, RFMDs or TriQuints entry into a contract with
respect to a superior offer. If the Merger Agreement is terminated in certain circumstances, RFMD or TriQuint would be required to pay the other a termination fee of $66,700,000. If the Merger Agreement is terminated due to the failure of the
shareholders of RFMD or the stockholders of TriQuint to approve the respective RFMD Merger or TriQuint Merger, RFMD or TriQuint, as the case may be, will be required to pay the other a fee of $17,100,000.
The foregoing description of the RFMD Merger, the TriQuint Merger and the Merger Agreement does
not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 hereto, and is incorporated into this report by reference.
The Merger Agreement governs the contractual rights between the parties in relation to the Business Combination. We have included the above
summary of certain terms of the Merger Agreement and attached the Merger Agreement as an exhibit to this Form 8-K to provide you with information regarding the terms of the Merger Agreement. This summary and report are not intended to modify or
supplement any factual disclosures about RFMD or TriQuint in our respective public reports filed with the Securities and Exchange Commission (the SEC) . In particular, the Merger Agreement and related summary are not intended to
be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to RFMD or TriQuint. The representations and warranties contained in the Merger Agreement have been negotiated with the principal purpose of
establishing the circumstances in which a party may have the right not to close the RFMD Merger or the TriQuint Merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and
allocates risk between the parties, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable under the securities laws.
Item 8.01. Other Events.
On February 24, 2014, RFMD and TriQuint issued a joint press release announcing that they have entered into the Merger Agreement. In
addition, on February 24, 2014, RFMD and TriQuint held a joint webcast conference call to discuss the Business Combination and utilized a slide presentation during the conference call.
Copies of each of the joint press release and investor slide presentation are attached to this Current Report on Form 8-K as Exhibits 99.1 and
99.2, respectively, and are incorporated into this report by reference.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements, including but not limited to those regarding the Business Combination and
the transactions related thereto. These statements may discuss the anticipated manner, terms and conditions upon which the Business Combination will be consummated, the future performance and trends of the combined businesses, the synergies expected
to result from the Business Combination, and similar statements. Forward-looking statements may contain words such as expect, believe, may, can, should, will,
forecast, anticipate or similar expressions, and include the assumptions that underlie such statements. These statements are subject to known and unknown risks and uncertainties that could cause actual results to differ
materially from those expressed or implied by such statements, including but not limited to: the ability of the parties to consummate the Business Combination in a timely manner or at all; satisfaction of the conditions precedent to consummation of
the Business Combination, including the ability to secure regulatory approvals in a timely manner or at all, and approval by RFMDs shareholders and TriQuints stockholders; the possibility of litigation (including related to the
transaction itself); RFMD and TriQuints ability to successfully integrate their operations, product lines, technology and employees and realize synergies from the Business Combination; unknown, underestimated or undisclosed commitments or
liabilities; the level of demand for the combined companies products, which is subject to many factors, including uncertain global economic and industry conditions, demand for electronic products and semiconductors, and customers new
technology and capacity requirements; RFMDs and TriQuints ability to (i) develop, deliver and support a broad range of products, expand their markets and develop new markets, (ii) timely align their cost structures with
business conditions, and (iii) attract, motivate and retain key employees; and other risks described in RFMDs and TriQuints SEC filings. All forward-looking statements are based on managements estimates, projections and
assumptions as of the date hereof. Neither RFMD nor TriQuint undertakes any obligation to update any forward-looking statements.
No Offer or Solicitation
This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe
for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable
law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Additional Information and Where to Find It
In connection with the proposed Business Combination, Rocky Holding, Inc., a newly-formed holding company under RFMD
(HoldCo), will file with the SEC a Form S-4 (the Registration/Joint Proxy Statement) which will include a registration statement and prospectus with respect to HoldCos shares to be issued in the Business
Combination and a joint proxy statement of TriQuint and RFMD in connection with the Business Combination. The definitive Registration/Joint Proxy Statement will contain important information about the proposed Business Combination and related
matters. SECURITY HOLDERS ARE URGED AND ADVISED TO READ THE REGISTRATION/JOINT PROXY STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE. The Registration/Joint Proxy Statement and other relevant materials (when they become available) and any other
documents filed by HoldCo, RFMD or TriQuint with the SEC may be obtained free of charge at the SECs website, at www.sec.gov. In addition, security holders of TriQuint will be able to obtain free copies of the Registration/Joint Proxy
Statement from TriQuint by contacting Investor Relations by mail at TriQuint Semiconductor, Inc., 2300 N.E. Brookwood Parkway, Hillsboro, Oregon 97124, Attn: Investor Relations Department, by telephone at (503) 615-9413, or by going to
TriQuints Investor Relations page on its corporate website at www.triquint.com; and security holders of RFMD will be able to obtain free copies of the Registration/Joint Proxy Statement from RFMD by contacting Investor Relations by mail
at RF Micro Devices, Inc., 7628 Thorndike Road Greensboro, North Carolina 27409-9421, Attn: Investor Relations Department, by telephone at (336) 678-7088, or by going to RFMDs Investor Relations page on its corporate web site at
www.rfmd.com.
Participants in the Solicitation
RFMD, TriQuint and HoldCo and their respective directors, executive officers and various other members of management and employees may be
deemed to be participants in the solicitation of proxies from RFMDs shareholders in connection with the proposed Business Combination. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the
solicitation of TriQuint or RFMD security holders in connection with the proposed Business Combination will be set forth in the Registration/Joint Proxy Statement when it is filed with the SEC. Information about TriQuints directors and
executive officers is set forth in TriQuints Proxy Statement on Schedule 14A for its 2013 Annual Meeting of Shareholders, which was filed with the SEC on April 1, 2013, and its Annual Report on Form 10-K for the fiscal year ended
December 31, 2013, which was filed with the SEC on February 21, 2014. These documents are available free of charge at the SECs web site at www.sec.gov, and from TriQuint by contacting Investor Relations by mail at
TriQuint Semiconductor, Inc., 2300 N.E. Brookwood Parkway, Hillsboro, Oregon 97124, Attn: Investor Relations Department, by telephone at (503) 615-9413, or by going to TriQuints Investor Relations page on its corporate web site at
www.triquint.com. Information about RFMDs directors and executive officers is set forth in RFMDs Proxy
Statement on Schedule 14A for its 2013 Annual Meeting of Shareholders, which was filed with the SEC on June 28, 2013, and its Annual Report on Form 10-K for the fiscal year ended
March 30, 2013, which was filed with the SEC on May 24, 2013. These documents are available free of charge at the SECs web site at www.sec.gov, and from RFMD by contacting Investor Relations by mail at RF Micro Devices,
Inc., 7628 Thorndike Road Greensboro, North Carolina 27409-9421, Attn: Investor Relations Department, by telephone at (336) 678-7088, or by going to RFMDs Investor Relations page on its corporate web site at www.rfmd.com. Additional
information regarding the interests of these potential participants in the solicitation of proxies in connection with the proposed Business Combination will be included in the Registration/Joint Proxy Statement and the other relevant documents filed
with the SEC when they become available.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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Exhibit No. |
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Description |
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2.1* |
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Agreement and Plan of Merger and Reorganization dated February 22, 2014, by and among TriQuint Semiconductor, Inc., RF Micro Devices, Inc. and Rocky
Holding, Inc. |
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99.1 |
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Press Release dated February 24, 2014. |
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99.2 |
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Investor slide presentation presented on February 24, 2014. |
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Schedules and certain exhibits to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. RFMD hereby undertakes
to furnish supplementally copies of any of the omitted schedules and exhibits upon request by the SEC. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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RF Micro Devices, Inc. |
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By: |
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/s/ William A. Priddy, Jr. |
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William A. Priddy, Jr. |
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Chief Financial Officer, Corporate |
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Vice President of Administration and Secretary |
Date: February 24, 2014
EXHIBIT INDEX
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Exhibit No. |
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Description |
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2.1* |
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Agreement and Plan of Merger and Reorganization dated February 22, 2014, by and among TriQuint Semiconductor, Inc., RF Micro Devices, Inc. and Rocky
Holding, Inc. |
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99.1 |
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Press Release dated February 24, 2014. |
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99.2 |
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Investor slide presentation presented on February 24, 2014. |
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Schedules and certain exhibits to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. RFMD hereby undertakes
to furnish supplementally copies of any of the omitted schedules and exhibits upon request by the SEC. |
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