RF Micro Devices, Inc. (Nasdaq: RFMD) and TriQuint Semiconductor, Inc. (Nasdaq: TQNT) announced today that the applicable waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), in relation to the previously announced business combination between RFMD and TriQuint, expired as of 11:59 p.m. EDT on June 13, 2014, with no action by the Federal Trade Commission or the Department of Justice.
On February 24, 2014, RFMD and TriQuint announced that they had entered into a definitive merger agreement under which the companies will combine under a new holding company in an all-stock, merger-of-equals transaction. Upon completion of the transaction, RFMD shareholders will receive 0.2500 of a share of common stock of the new holding company for each share of RFMD common stock, and TriQuint shareholders will receive 0.4187 of a share of common stock of the new holding company for each share of TriQuint common stock. The companies anticipate that RFMD shareholders, on the one hand, and TriQuint shareholders, on the other hand, will each hold approximately 50% of the shares of common stock of the new holding company issued and outstanding immediately after completion of the transaction.
Completion of the HSR Act waiting period satisfies one of the conditions required to finalize the transaction. The business combination is still subject to approval by both TriQuint’s and RFMD’s shareholders, other required regulatory approvals, and customary closing conditions.
RFMD (Nasdaq:RFMD) is a global leader in the design and manufacture of high-performance radio frequency solutions. RFMD's products enable worldwide mobility, provide enhanced connectivity, and support advanced functionality in the mobile device, wireless infrastructure, wireless local area network (WLAN or Wi-Fi), cable television (CATV)/broadband, Smart Energy/advanced metering infrastructure (AMI), and aerospace and defense markets. RFMD is recognized for its diverse portfolio of semiconductor technologies and RF systems expertise and is a preferred supplier to the world's leading mobile device, customer premises, and communications equipment providers. RFMD is an ISO 9001-, ISO 14001-, and ISO/TS 16949-certified manufacturer with worldwide engineering, design, sales and service facilities. For more information, please visit RFMD's web site at rfmd.com.