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Spreadtrum Enters Into Merger Agreement To Be Acquired By Tsinghua Unigroup For US$31.00 Per Share

Stocks in this article: SPRD

SHANGHAI, July 12, 2013 /PRNewswire/ -- Tsinghua Unigroup Ltd. ("Tsinghua Unigroup"), an operating subsidiary of Tsinghua Holdings Co. Ltd., a solely state-owned limited liability corporation funded by Tsinghua University in China, and Spreadtrum Communications, Inc. (NASDAQ: SPRD; " Spreadtrum" or the " Company"), a leading fabless semiconductor provider in China with advanced technology in 2G, 3G and 4G wireless communications standards, today jointly announced that they have entered into a definitive merger agreement under which Tsinghua Unigroup will acquire all of the outstanding Ordinary Shares of Spreadtrum for US$31.00 per American Depositary Share (or US$10.33 per Ordinary Share, each American Depositary Share representing three Ordinary Shares). The merger values Spreadtrum's equity at approximately US$1.78 billion, on a fully diluted basis. The transaction is subject to approval by the shareholders of Spreadtrum, and antitrust and other regulatory approvals, and is not subject to any financing condition. 

The Company's Board of Directors unanimously approved the merger agreement and recommends that the Company's shareholders vote to approve the merger agreement. Spreadtrum expects to hold a special meeting of its shareholders to consider and act upon the proposed transaction as promptly as practicable. Details regarding the record date for, and the date, time and place of, the special meetings will be included in a press release when finalized.

With annual revenues of approximately US$720 million as of 2012, Spreadtrum is a fabless semiconductor company that develops mobile chipset platforms for smartphones, feature phones and other consumer electronics products, supporting 2G, 3G and 4G wireless communications standards. Spreadtrum's solutions combine its highly integrated, power-efficient chipsets with customizable software and reference designs in a complete turnkey platform, enabling customers to achieve faster design cycles with a lower development cost. Spreadtrum's customers include global and China-based manufacturers developing mobile products for consumers in China and emerging markets around the world.

"We believe Spreadtrum and Tsinghua Unigroup will supplement each other and create enormous synergies in China and abroad," commented Mr. Zhao Weiguo, Chairman and Chief Executive Officer of Tsinghua Unigroup. He continued, "Spreadtrum's capable and talented management team will be encouraged to continue their strong performance and innovative corporate culture, while Tsinghua Unigroup is in the unique position to offer unique expertise in consumer products, protection and support from a vast IP portfolio, and unique access to important capital markets in China."

Dr. Leo Liyou Li, Chairman and Chief Executive Officer of Spreadtrum said, "The acquisition by Tsinghua will provide investors with significant returns, and position the Spreadtrum business for continued growth. The vast IP portfolio of Tsinghua Unigroup and Tsinghua University also gives the original Spreadtrum business advantageous boosts in the area of IP protection. In short, we feel this transaction is favorable to Spreadtrum shareholders, and unlocking potential value otherwise hidden in the assets of Spreadtrum."

Morgan Stanley Asia Limited rendered a fairness opinion to the Board of Directors of Spreadtrum. Fenwick & West LLP is serving as legal advisor to Spreadtrum, and Morrison & Foerster LLP is serving as legal advisor to Tsinghua Unigroup.

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