Sigmatel (NASDAQ:SGTL)
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SigmaTel, Inc. (NASDAQ: SGTL) and Freescale Semiconductor today
announced that they have entered into a definitive agreement for
Freescale to acquire SigmaTel. Freescale is a privately held, global
leader in the design and manufacture of embedded semiconductors.
SigmaTel is a leading provider of analog intensive, mixed-signal
integrated circuits (ICs) for the digital multimedia market.
Under the terms of the agreement, Freescale will pay $3.00 cash per
outstanding share of SigmaTel stock, or approximately $110 million in
total. Vinson & Elkins L.L.P. acted as the legal advisor to SigmaTel and
ThinkEquity Partners LLC, a wholly owned subsidiary of London based
Panmure Gordon & Co., acted as exclusive financial advisor to SigmaTel.
The agreement contains a “go-shop”
provision through March 4, 2008, during which period SigmaTel has the
right to solicit and engage in discussions and negotiations with respect
to potential competing proposals. The agreement is subject to various
customary closing conditions, including all necessary shareholder and
regulatory approvals, and is expected to close in the second quarter of
2008.
“The increased demand for feature rich,
always-connected consumer electronics devices is driving manufacturers
to look for platform-based solutions that will accelerate time to market,”
said Phil Pompa, president and CEO of SigmaTel. “With
the addition of SigmaTel, Freescale is the obvious choice for these
next-generation devices."
“The SigmaTel acquisition enhances the
long-term, strategic value we can deliver to our customers,”
said Lynelle McKay, senior vice president and general manager of
Freescale's Networking and Multimedia Group. “Freescale’s
proven strengths in the high-performance multimedia and general purpose
markets are complemented by SigmaTel’s strong
mixed-signal expertise in the portable media player and consumer audio
markets.”
For more information on SigmaTel, please visit www.sigmatel.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.
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. www.freescale.com
Cautionary Language: This press release contains forward-looking
statements based on current SigmaTel expectations. The words "expect,"
"will," "should," "would," "anticipate," "project," "outlook,"
"believe," "intend," and similar phrases as they relate to SigmaTel or
future events are intended to identify such forward-looking statements.
These forward-looking statements reflect the current views and
assumptions of SigmaTel, but are subject to various risks and
uncertainties that could cause actual results to differ materially from
expectations. A number of important factors could cause actual results
to differ materially from those in the forward-looking statements, and
there will be events in the future that SigmaTel is not able to
accurately predict or control. These risks and uncertainties include,
but are not limited to: SigmaTel’s ability to
effectively implement changes which will increase operational
efficiencies, reduce costs as planned, and ultimately improve SigmaTel’s
financial results; SigmaTel’s ability to
succeed in its more narrowly-defined market emphasis and the ability of
those markets to support SigmaTel’s business
objectives; SigmaTel’s ability to gain
continued market acceptance of its 3600 and 3700 families of products,
and to achieve additional product wins with those products; and SigmaTel’s
ability to correctly identify and pursue new market segments and to
successfully develop new products for those segments. For a more
thorough discussion of the risks to which the forward-looking statements
are subject, please refer to recent SigmaTel filings with the SEC,
particularly the Form 10-Q that was filed on August 9, 2007.
Information regarding Stockholder Vote: SigmaTel will file a
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 WHEN THEY BECOME AVAILABLE, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SIGMATEL AND THE PROPOSED
TRANSACTION. A definitive proxy statement will be 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 (when available) and other documents filed by SigmaTel with
the SEC 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 or maviles@sigmatel.com.
SigmaTel’s directors and executive officers
may be deemed, under Securities and Exchange Commission rules, to be
participants in the solicitation of proxies from 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 when they become available.
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.