SHANGHAI, China, July 19, 2014 (GLOBE NEWSWIRE) -- 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 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 jointly announced the closing of the approximately US$907 million merger of RDA Microelectronics with an affiliate of Tsinghua Unigroup (the "Merger") as contemplated by the previously announced agreement and plan of merger, dated November 11, 2013 and amended on December 20, 2013 (the "Merger Agreement"), between Tsinghua Unigroup and RDA.
Under the terms of the Merger Agreement, which was approved by the Company's shareholders at an extraordinary general meeting held on December 27, 2013, each of the Company's ordinary shares (each, an "Ordinary Share"), including Ordinary Shares represented by American Depositary Shares, each representing six Ordinary Shares (the "ADSs"), issued and outstanding immediately prior to the effective time of the Merger, are cancelled in exchange for the right to receive US$3.083333 per Ordinary Share, or US$18.50 per ADS, in each case in cash without interest and net of any applicable withholding taxes, except for (i) Ordinary Shares held by the Company as treasury shares, (ii) Ordinary Shares owned by holders who have validly exercised and not effectively withdrawn or lost their appraisal rights pursuant to Section 238 of the Cayman Islands Companies Law, as amended, and (iii) Ordinary Shares held by Citibank, N.A., in its capacity as ADS depositary (the "ADS Depositary"), that underlie ADSs reserved (but not yet allocated) by the Company for issuance upon the exercise of any options or settlement of any restricted share units of the Company under its share incentive plans. Holders of ADSs will also receive US$0.05 per ADS to reimburse such holders for the fees payable by the holders to cancel the ADSs under the relevant depositary agreement.
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