SigmaTel Enters into Definitive Agreement to Be Acquired by Freescale
February 04 2008 - 8:00AM
Business Wire
SigmaTel, Inc. (NASDAQ: SGTL) and Freescale Semiconductor today
announced that they have entered into a definitive agreement for
Freescale to acquire SigmaTel. Freescale is a privately held,
global leader in the design and manufacture of embedded
semiconductors. SigmaTel is a leading provider of analog intensive,
mixed-signal integrated circuits (ICs) for the digital multimedia
market. Under the terms of the agreement, Freescale will pay $3.00
cash per outstanding share of SigmaTel stock, or approximately $110
million in total. Vinson & Elkins L.L.P. acted as the legal
advisor to SigmaTel and ThinkEquity Partners LLC, a wholly owned
subsidiary of London based Panmure Gordon & Co., acted as
exclusive financial advisor to SigmaTel. The agreement contains a
�go-shop� provision through March 4, 2008, during which period
SigmaTel has the right to solicit and engage in discussions and
negotiations with respect to potential competing proposals. 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 2008. �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."
�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 mixed-signal expertise in the
portable media player and consumer audio markets.� For more
information on SigmaTel, please visit www.sigmatel.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. 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. www.freescale.com Cautionary Language:
This press release contains forward-looking statements based on
current SigmaTel expectations. The words "expect," "will,"
"should," "would," "anticipate," "project," "outlook," "believe,"
"intend," and similar phrases as they relate to SigmaTel or future
events are intended to identify such forward-looking statements.
These forward-looking statements reflect the current views and
assumptions of SigmaTel, but are subject to various risks and
uncertainties that could cause actual results to differ materially
from expectations. A number of important factors could cause actual
results to differ materially from those in the forward-looking
statements, and there will be events in the future that SigmaTel is
not able to accurately predict or control. These risks and
uncertainties include, but are not limited to: SigmaTel�s ability
to effectively implement changes which will increase operational
efficiencies, reduce costs as planned, and ultimately improve
SigmaTel�s financial results; SigmaTel�s ability to succeed in its
more narrowly-defined market emphasis and the ability of those
markets to support SigmaTel�s business objectives; SigmaTel�s
ability to gain continued market acceptance of its 3600 and 3700
families of products, and to achieve additional product wins with
those products; and SigmaTel�s ability to correctly identify and
pursue new market segments and to successfully develop new products
for those segments. For a more thorough discussion of the risks to
which the forward-looking statements are subject, please refer to
recent SigmaTel filings with the SEC, particularly the Form 10-Q
that was filed on August 9, 2007. Information regarding Stockholder
Vote: 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 SEC at the SEC�s web site at www.sec.gov. The definitive
proxy statement and other relevant documents may also be obtained
free of cost by directing a request to Martha Aviles at
512-744.9968 or maviles@sigmatel.com. SigmaTel�s directors and
executive officers may be deemed, under Securities and Exchange
Commission rules, to be participants in the solicitation of proxies
from 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. 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.
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