SigmaTel Announces Stockholder Approval of Merger Agreement
April 21 2008 - 4:05PM
Business Wire
SigmaTel, Inc. (Nasdaq: SGTL) announced today that the stockholders
of the Company voted to adopt the merger agreement providing for
the acquisition of the Company by Freescale Semiconductor, Inc. at
a special meeting of the stockholders held today in Austin, Texas.
Approximately 97% of stockholders voting adopted the merger
agreement. The number of shares voting to adopt the merger
agreement represents approximately 54% of the total number of
shares outstanding and entitled to vote. The proposed merger was
announced on February 4, 2008 and is expected to close by the end
of April 2008, pending the satisfaction or waiver of all the
closing conditions set forth in the merger agreement. Under the
terms of the merger agreement, Company stockholders will receive
$3.00 per share in cash, without interest. 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 that 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. 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 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 inability to 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). SigmaTel
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 has filed a
definitive 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
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT SIGMATEL AND THE
PROPOSED TRANSACTION. A definitive proxy statement was 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 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 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.
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