SigmaTel Announces Stockholder Approval of Merger Agreement

  
    
  
  
    
      SigmaTel, Inc. (Nasdaq: SGTL) announced today that the stockholders of 
      the Company voted to adopt the merger agreement providing for the 
      acquisition of the Company by Freescale Semiconductor, Inc. at a special 
      meeting of the stockholders held today in Austin, Texas. Approximately 
      97% of stockholders voting adopted the merger agreement. The number of 
      shares voting to adopt the merger agreement represents approximately 54% 
      of the total number of shares outstanding and entitled to vote.
    
    
      The proposed merger was announced on February 4, 2008 and is expected to 
      close by the end of April 2008, pending the satisfaction or waiver of 
      all the closing conditions set forth in the merger agreement. Under the 
      terms of the merger agreement, Company stockholders will receive $3.00 
      per share in cash, without interest.
    
    
      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 that 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 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 inability to 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.