Freescale Semiconductor Stockholders Approve Proposed Merger Agreement

  
    
  
  
    
      Stockholders of Freescale Semiconductor, Inc. (NYSE:FSL) (NYSE:FSL.B) 
      today approved the previously announced acquisition of Freescale by a 
      consortium of private equity firms led by The Blackstone Group and 
      including The Carlyle Group, Permira Funds and Texas Pacific Group. 
      Approximately 99% of stockholders present and voting adopted the merger 
      agreement under the terms of which Freescale stockholders will be 
      entitled to receive $40 per share at the time of closing. The number of 
      shares voting to adopt the merger agreement represents approximately 73% 
      of the total number of shares outstanding and entitled to vote.
    
    
      Stockholder approval of the merger satisfies a condition to the closing 
      of the transaction. The company currently expects the transaction to be 
      completed subject to customary closing conditions during the Fourth 
      Quarter of 2006.
    
    
      About Freescale Semiconductor
    
    
      Freescale Semiconductor, Inc. (NYSE:FSL) (NYSE:FSL.B) 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®, is one of the 
      world’s largest semiconductor companies with 
      2005 sales of $5.8 billion (USD). www.freescale.com
    
    
      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 
      proposed merger and statements about our expected financial performance 
      for the fourth quarter of 2006. 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 proposed merger 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 proposed 
      merger will be completed, costs and potential litigation associated with 
      the proposed merger, the failure to obtain Freescale's stockholder 
      approval, the inability to obtain, or meet specific conditions 
      imposed for applicable regulatory approvals relating to the proposed 
      merger, 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. 
      Freescale undertakes no obligation to publicly update any 
      forward-looking statement, whether as a result of new information, 
      future developments or otherwise.
    
  
Stockholders of Freescale Semiconductor, Inc. (NYSE:FSL)
(NYSE:FSL.B) today approved the previously announced acquisition of
Freescale by a consortium of private equity firms led by The
Blackstone Group and including The Carlyle Group, Permira Funds and
Texas Pacific Group. Approximately 99% of stockholders present and
voting adopted the merger agreement under the terms of which Freescale
stockholders will be entitled to receive $40 per share at the time of
closing. The number of shares voting to adopt the merger agreement
represents approximately 73% of the total number of shares outstanding
and entitled to vote.

   Stockholder approval of the merger satisfies a condition to the
closing of the transaction. The company currently expects the
transaction to be completed subject to customary closing conditions
during the Fourth Quarter of 2006.

   About Freescale Semiconductor

   Freescale Semiconductor, Inc. (NYSE:FSL) (NYSE:FSL.B) 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

   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 proposed merger and statements
about our expected financial performance for the fourth quarter of
2006. 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 proposed merger
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 proposed merger will be completed, costs and potential
litigation associated with the proposed merger, the failure to
obtain Freescale's stockholder approval, the inability to obtain, or
meet specific conditions imposed for applicable regulatory approvals
relating to the proposed merger, 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. Freescale undertakes no obligation to publicly
update any forward-looking statement, whether as a result of new
information, future developments or otherwise.