Consortium of Private Equity Firms Completes Acquisition of Freescale Semiconductor

  
    
  
  
    
      Freescale Semiconductor announced today the completion of the merger of 
      the company with an entity controlled by a consortium of private equity 
      funds led by The Blackstone Group and including The Carlyle Group, funds 
      advised by Permira Advisers LLC and Texas Pacific Group.
    
    
      Freescale stock will cease to trade on the New York Stock Exchange at 
      market close today and will be delisted. Under the terms of the merger 
      agreement entered into on September 15, 2006 and adopted by Freescale’s 
      stockholders at a special meeting on November 13, 2006, Freescale 
      stockholders are entitled to receive $40 in cash for each share of 
      Freescale common stock that they hold.
    
    
      As soon as practicable, a paying agent appointed by Freescale will mail 
      a letter of transmittal and instructions to all stockholders of record. 
      The letter of transmittal and instructions will contain information on 
      how to surrender Freescale common stock in exchange for the merger 
      consideration, without interest and less any applicable withholding tax. 
      Stockholders of record should be in receipt of the letter of transmittal 
      before surrendering their shares. Stockholders who hold shares through a 
      bank or broker will not have to take any action to have their shares 
      converted into cash as such conversions will be handled by the bank or 
      broker.
    
    
      In addition, on December 1, 2006, Freescale completed its previously 
      announced tender offers and consent solicitations for its outstanding 
      $350,000,000 aggregate principal amount of 6.875% senior notes due 2011 
      and its outstanding $500,000,000 aggregate principal amount of 7.125% 
      senior notes due 2014, pursuant to its Offer to Purchase and Consent 
      Solicitation Statement, dated October 23, 2006. The tender offers 
      expired at 5:00 p.m. prevailing Eastern time on November 29, 2006.
    
    
      On December 1, 2006, Freescale accepted for payment all validly tendered 
      Notes, consisting of $349,889,000 in aggregate principal amount of the 
      2011 Notes, representing approximately 99.97% of the outstanding 2011 
      Notes, and $499,935,000 in aggregate principal amount of the 2014 Notes, 
      representing 99.99% of the outstanding 2014 Notes. Upon acceptance, the 
      supplemental indenture executed in connection with the consent 
      solicitations became operative.
    
    
      About Freescale Semiconductor
    
    
      Freescale Semiconductor, Inc. is a global leader in the design and 
      manufacture of embedded semiconductors for the automotive, consumer, 
      industrial, networking and wireless markets. The 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 2005 sales of $5.8 billion 
      (USD). Additional information is available at www.freescale.com.
    
    
      Freescale(TM) and the Freescale logo are trademarks of Freescale 
      Semiconductor, Inc. All other product or service names are the property 
      of their respective owners.
    
    
      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. 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. Freescale undertakes no obligation to publicly 
      update any forward-looking statement, whether as a result of new 
      information, future developments or otherwise, except as required by law.
    
  
Freescale Semiconductor announced today the completion of the
merger of the company with an entity controlled by a consortium of
private equity funds led by The Blackstone Group and including The
Carlyle Group, funds advised by Permira Advisers LLC and Texas Pacific
Group.

   Freescale stock will cease to trade on the New York Stock Exchange
at market close today and will be delisted. Under the terms of the
merger agreement entered into on September 15, 2006 and adopted by
Freescale's stockholders at a special meeting on November 13, 2006,
Freescale stockholders are entitled to receive $40 in cash for each
share of Freescale common stock that they hold.

   As soon as practicable, a paying agent appointed by Freescale will
mail a letter of transmittal and instructions to all stockholders of
record. The letter of transmittal and instructions will contain
information on how to surrender Freescale common stock in exchange for
the merger consideration, without interest and less any applicable
withholding tax. Stockholders of record should be in receipt of the
letter of transmittal before surrendering their shares. Stockholders
who hold shares through a bank or broker will not have to take any
action to have their shares converted into cash as such conversions
will be handled by the bank or broker.

   In addition, on December 1, 2006, Freescale completed its
previously announced tender offers and consent solicitations for its
outstanding $350,000,000 aggregate principal amount of 6.875% senior
notes due 2011 and its outstanding $500,000,000 aggregate principal
amount of 7.125% senior notes due 2014, pursuant to its Offer to
Purchase and Consent Solicitation Statement, dated October 23, 2006.
The tender offers expired at 5:00 p.m. prevailing Eastern time on
November 29, 2006.

   On December 1, 2006, Freescale accepted for payment all validly
tendered Notes, consisting of $349,889,000 in aggregate principal
amount of the 2011 Notes, representing approximately 99.97% of the
outstanding 2011 Notes, and $499,935,000 in aggregate principal amount
of the 2014 Notes, representing 99.99% of the outstanding 2014 Notes.
Upon acceptance, the supplemental indenture executed in connection
with the consent solicitations became operative.

   About Freescale Semiconductor

   Freescale Semiconductor, Inc. is a global leader in the design and
manufacture of embedded semiconductors for the automotive, consumer,
industrial, networking and wireless markets. The 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 2005 sales of $5.8
billion (USD). Additional information is available at
www.freescale.com.

   Freescale(TM) and the Freescale logo are trademarks of Freescale
Semiconductor, Inc. All other product or service names are the
property of their respective owners.

   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. 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. Freescale undertakes no obligation to publicly update any
forward-looking statement, whether as a result of new information,
future developments or otherwise, except as required by law.