Freescale Semiconductor Announces Extension of Expiration Date for its Previously Announced Tender Offers and Consent Solicitati

  
    
  
  
    
      Freescale Semiconductor, Inc. (NYSE:FSL) (NYSE:FSL.B) announced today 
      that it has extended the expiration date for its previously announced 
      tender offers and consent solicitations for any and all of its 
      outstanding $350,000,000 aggregate principal amount of 6.875% senior 
      notes due 2011 and any and all of its outstanding $500,000,000 aggregate 
      principal amount of 7.125% senior notes due 2014 pursuant to the Offer 
      to Purchase and Consent Solicitation Statement, dated October 23, 2006.
    
    
      Freescale announced that it is extending the expiration date for the 
      tender offers to 5:00 p.m. prevailing Eastern Time on November 29, 2006. 
      Freescale expects the settlement date for the tender offers will be on 
      December 1, 2006.
    
    
      The tender offers remain open and are scheduled to expire on the 
      expiration date, unless extended or earlier terminated. The tender 
      offers are subject to the satisfaction of certain conditions, including 
      the receipt of specified financing, the consummation of the merger 
      pursuant to the previously announced Agreement and Plan of Merger dated 
      as of September 15, 2006, by and among Freescale, Firestone Holdings LLC 
      and Firestone Acquisition Corporation and certain other customary 
      conditions.
    
    
      As of 5:00 p.m. prevailing Eastern time on November 20, 2006, 
      $349,889,000 in aggregate principal amount of the 2011 Notes, 
      representing approximately 99.97% of the outstanding 2011 Notes, had 
      been validly tendered and $499,925,000 in aggregate principal amount of 
      the its 2014 Notes, representing approximately 99.98% of the outstanding 
      2014 Notes, had been validly tendered.
    
    
      Freescale has engaged Credit Suisse Securities (USA) LLC and Citigroup 
      Corporate and Investment Banking to act as dealer managers in connection 
      with the tender offers and solicitation agents in connection with the 
      consent solicitations. Any questions or requests for assistance may be 
      directed to either Credit Suisse Securities (USA) LLC by telephone at 
      800-820-1653 (U.S. toll-free) or 212-325-7596 (collect), or Citigroup 
      Corporate and Investment Banking by telephone at 800-558-3745 (U.S. 
      toll-free) or 212-723-6106 (collect). D.F. King & Co., Inc. has been 
      retained as Tender Agent and as Information Agent in connection with the 
      tender offers and consent solicitations. Requests for additional copies 
      of the Statement or any other document may be directed to D.F. King & 
      Co., Inc. by telephone at 800-714-3312 (U.S. toll-free), or in writing 
      at 48 Wall Street, New York, New York 10005.
    
    
      The tender offers and consent solicitations are being made solely by 
      means of Freescale’s Offer to Purchase and 
      Consent Solicitation Statement, dated October 23, 2006. Under no 
      circumstances shall this press release constitute an offer to purchase 
      or the solicitation of an offer to sell the notes or any other 
      securities of Freescale. In any jurisdiction where the laws require the 
      tender offers or consent solicitations to be made by a licensed broker 
      or dealer, the tender offers or consent solicitations shall be deemed 
      made on behalf of Freescale by Credit Suisse Securities (USA) LLC or 
      Citigroup Global Markets Inc. or one or more registered brokers or 
      dealers under the laws of such jurisdiction.
    
    
      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. Freescale became a publicly 
      traded company in July 2004. The company is based in Austin, Texas, and 
      has design, research and development, manufacturing or sales operations 
      in more than 30 countries. Freescale, a member of the S&P 500(R), is one 
      of the world’s largest semiconductor companies 
      with 2005 sales of $5.8 billion (USD).
    
    
      www.Freescale.com
    
    
      Freescale(TM) and the Freescale logo are trademarks of Freescale 
      Semiconductor, Inc. The Power Architecture and Power.org wordmarks and 
      the Power and Power.org logos and related marks are trademarks and 
      service marks licensed by Power.org. 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. The forward-looking 
      statements contained in this press release include statements about the 
      consideration for each series of notes and the anticipated settlement 
      date of the tender offers. 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. 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 tender offers will be completed, costs and potential 
      litigation associated with the tender offers, the inability to obtain or 
      meet specific conditions imposed for the tender offers, the failure of 
      the Company to meet the closing conditions and to consummate the merger, 
      the extent and timing of regulatory approvals and the risk factors 
      discussed from time to time by Freescale in reports filed with the 
      Securities and Exchange Commission (the “SEC”). 
      We urge you to carefully consider the risks which are described in 
      Freescale’s Annual Report on Form 10-K for the 
      year ended December 31, 2005, Quarterly Report on Form 10-Q for the 
      quarter ended September 29, 2006 and in Freescale’s 
      other SEC filings. Freescale undertakes no obligation to publicly update 
      any forward-looking statement, whether as a result of new information, 
      future developments or otherwise.
    
  
Freescale Semiconductor, Inc. (NYSE:FSL) (NYSE:FSL.B) announced
today that it has extended the expiration date for its previously
announced tender offers and consent solicitations for any and all of
its outstanding $350,000,000 aggregate principal amount of 6.875%
senior notes due 2011 and any and all of its outstanding $500,000,000
aggregate principal amount of 7.125% senior notes due 2014 pursuant to
the Offer to Purchase and Consent Solicitation Statement, dated
October 23, 2006.

   Freescale announced that it is extending the expiration date for
the tender offers to 5:00 p.m. prevailing Eastern Time on November 29,
2006. Freescale expects the settlement date for the tender offers will
be on December 1, 2006.

   The tender offers remain open and are scheduled to expire on the
expiration date, unless extended or earlier terminated. The tender
offers are subject to the satisfaction of certain conditions,
including the receipt of specified financing, the consummation of the
merger pursuant to the previously announced Agreement and Plan of
Merger dated as of September 15, 2006, by and among Freescale,
Firestone Holdings LLC and Firestone Acquisition Corporation and
certain other customary conditions.

   As of 5:00 p.m. prevailing Eastern time on November 20, 2006,
$349,889,000 in aggregate principal amount of the 2011 Notes,
representing approximately 99.97% of the outstanding 2011 Notes, had
been validly tendered and $499,925,000 in aggregate principal amount
of the its 2014 Notes, representing approximately 99.98% of the
outstanding 2014 Notes, had been validly tendered.

   Freescale has engaged Credit Suisse Securities (USA) LLC and
Citigroup Corporate and Investment Banking to act as dealer managers
in connection with the tender offers and solicitation agents in
connection with the consent solicitations. Any questions or requests
for assistance may be directed to either Credit Suisse Securities
(USA) LLC by telephone at 800-820-1653 (U.S. toll-free) or
212-325-7596 (collect), or Citigroup Corporate and Investment Banking
by telephone at 800-558-3745 (U.S. toll-free) or 212-723-6106
(collect). D.F. King & Co., Inc. has been retained as Tender Agent and
as Information Agent in connection with the tender offers and consent
solicitations. Requests for additional copies of the Statement or any
other document may be directed to D.F. King & Co., Inc. by telephone
at 800-714-3312 (U.S. toll-free), or in writing at 48 Wall Street, New
York, New York 10005.

   The tender offers and consent solicitations are being made solely
by means of Freescale's Offer to Purchase and Consent Solicitation
Statement, dated October 23, 2006. Under no circumstances shall this
press release constitute an offer to purchase or the solicitation of
an offer to sell the notes or any other securities of Freescale. In
any jurisdiction where the laws require the tender offers or consent
solicitations to be made by a licensed broker or dealer, the tender
offers or consent solicitations shall be deemed made on behalf of
Freescale by Credit Suisse Securities (USA) LLC or Citigroup Global
Markets Inc. or one or more registered brokers or dealers under the
laws of such jurisdiction.

   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. Freescale became a
publicly traded company in July 2004. The company is based in Austin,
Texas, and has design, research and development, manufacturing or
sales operations in more than 30 countries. Freescale, a member of the
S&P 500(R), is one of the world's largest semiconductor companies with
2005 sales of $5.8 billion (USD).

   www.Freescale.com

   Freescale(TM) and the Freescale logo are trademarks of Freescale
Semiconductor, Inc. The Power Architecture and Power.org wordmarks and
the Power and Power.org logos and related marks are trademarks and
service marks licensed by Power.org. 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. The forward-looking statements contained in this press
release include statements about the consideration for each series of
notes and the anticipated settlement date of the tender offers.
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. 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 tender offers will be
completed, costs and potential litigation associated with the tender
offers, the inability to obtain or meet specific conditions imposed
for the tender offers, the failure of the Company to meet the closing
conditions and to consummate the merger, the extent and timing of
regulatory approvals and the risk factors discussed from time to time
by Freescale in reports filed with the Securities and Exchange
Commission (the "SEC"). We urge you to carefully consider the risks
which are described in Freescale's Annual Report on Form 10-K for the
year ended December 31, 2005, Quarterly Report on Form 10-Q for the
quarter ended September 29, 2006 and in Freescale's other SEC filings.
Freescale undertakes no obligation to publicly update any
forward-looking statement, whether as a result of new information,
future developments or otherwise.