Sigmatel (NASDAQ:SGTL)
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SigmaTel, Inc. (NASDAQ:SGTL) announced today that the waiting period
required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, with respect to SigmaTel’s
proposed merger with a wholly-owned subsidiary of Freescale
Semiconductor, Inc., expired on April 10, 2008 at 11:59 p.m. Eastern
Daylight Time.
On February 4, 2008, SigmaTel and Freescale announced that they had
entered into a definitive merger agreement for Freescale to acquire
SigmaTel for $3 per share. Consummation of the merger remains subject to
other customary conditions, including approval by SigmaTel’s
stockholders.
SigmaTel will hold a special meeting of stockholders on Monday,
April 21, 2008, at 9:00 a.m. Central Daylight Time at the offices of
Vinson & Elkins L.L.P., located at The Terrace 7, 2801 Via Fortuna,
Suite 100, Austin, Texas, for the purpose of voting on adoption of the
merger agreement among SigmaTel, Freescale and the Freescale subsidiary.
SigmaTel stockholders of record as of the close of business on Thursday,
March 6, 2008, will be entitled to vote at the special meeting.
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 which
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 SigmaTel’s
stockholders do not approve the transaction, or 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 failure to obtain SigmaTel’s
stockholder approval, the inability to obtain, or 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.