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RDA Microelectronics Responds To Purported Third Party Offer

SHANGHAI, China, Nov. 11, 2013 (GLOBE NEWSWIRE) -- RDA Microelectronics, Inc. (Nasdaq:RDA) (" RDA" 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 provided the following comments regarding certain media reports in China:

It has come to our attention that there is a purported third party offer on the date we announced the signing of the merger agreement between RDA and Tsinghua Unigroup.  RDA is providing the following clarifications in view of potential misinformation, and to assure the investors that our Board has been acting, and will continue to act, in the best interests of our shareholders:

1.  Over the course of past several weeks, the RDA Board of Directors has conducted a robust, comprehensive and structured evaluation process of strategic alternatives.  During such process, the RDA board has considered a wide range of relevant factors, analysis and data points available before recommending and executing a definitive merger agreement with Tsinghua Unigroup as the most favorable and credible offerer.

2.  During the course of today's board meeting approving the entry of the merger agreement with Tsinghua, some of our directors and officers received an unusual and erroneously dated non-binding proposal.  Such proposal was sent from a private QQ email account alleging to be from a PRC-incorporated 3rd party (the "PRC Party"). This PRC Party has never previously contacted our company before or during the evaluation process, nor has it engaged in a semiconductor business to our knowledge.  Such proposal, strangely dated as of September 27, 2013 initially, stated a higher-than-US$18.50/ADS cash offer subject to unspecified combination of equity and debt financing.  The proposal was signed but not sealed by the PRC Party, which suggests a deficiency in the formality of due execution by a PRC incorporated entity. 

3.  Our Board immediately instructed our advisors to reach out to the PRC Party, with the objective of seeking further information and verifying the intent and credibility of such party.  The proposal from the PRC Party also refers to a highly confident letter that the PRC Party claimed it has obtained from several leading financial institutions. Our legal advisor promptly spoke with the sender of such proposal, who claimed he did not know anything about the proposal other than being instructed to send the proposal via his personal QQ email account. The sender also referred our legal advisor to the PRC Party's in-house counsel.  Our legal advisor then spoke with such in-house counsel, who was not able to provide contact information of any of their project team members, including the signatory of the proposal letter.  Given that we were not able to obtain any credible information about the financial capability of the PRC Party, we have also conducted a public search which indicated that the PRC Party was incorporated in 2011 with a registered capital of RMB60 million (less than US$10 million).

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