News Article
RFMD and TriQuint to combine, creating a colossus in RF solutions
All-stock transaction creating new company with a revenue of more than $2 billion
RF Micro Devices, Inc, an innovator in the design and manufacture of high-performance radio frequency ("RF") solutions, and TriQuint Semiconductor, Inc , a premier RF solutions supplier and technology innovator, have announced a definitive merger agreement under which the companies will combine in an all-stock transaction. To reflect the nature of this transaction as a merger of equals, the new company ("NewCo") will have a new name and shared leadership team. The boards of directors of both RFMD and TriQuint have unanimously approved the transaction.
The merger will create new growth opportunities in three large global markets - mobile devices, network infrastructure and aerospace/defense - with scale advantages, innovative new products and a greatly improved operating model. RFMD and TriQuint together will offer the industry's broadest portfolio of critical enabling technologies to develop and commercialize tightly integrated solutions at record speeds. The combination will foster a new wave of exciting mobile devices that are broadly accessible and offer dramatically higher data throughput, to the benefit of carriers and consumers alike. The combination also creates a leader in infrastructure and defense (with approximately $500 million in annual revenue), with a broad portfolio of products and foundry services supporting applications including radar, next generation base stations, optical communications, and the Internet of Things.
With today's transaction, which is intended to qualify as a tax-free reorganization, TriQuint shareholders will receive 1.675 shares of NewCo and RFMD shareholders will receive 1 share of NewCo for each TriQuint or RFMD share held. At the closing of the transaction, the companies will execute a one-for-four reverse stock split resulting in approximately 145 million shares outstanding.
Former shareholders of RFMD and TriQuint will each own approximately 50 percent of the new company post-merger. The transaction represents an implied price of $9.73 for each TriQuint share, representing a 5.4% premium based on the closing price of $9.23 for TriQuint on February 21, 2014. The combination is expected to achieve at least $150 million in cost synergies; $75 million in annualized synergies exiting the first year after closing and an additional $75 million exiting the second year. The transaction is expected to be accretive to non-GAAP EPS in the first full fiscal year following the closing of the transaction.
"The world's demand for mobile data is growing exponentially," said RFMD CEO and President Bob Bruggeworth. "The combination of TriQuint and RFMD creates a new leader in RF solutions with expertise in mobile devices and complex infrastructure and global defense applications. With this merger of equals, we will bring under one roof all of the critical RF building blocks necessary to innovate at the heart of what makes mobile mobile - the crucial back-and-forth data flow between the mobile device and the network. We will harness this innovation for the benefit of all our customers - from mobile to infrastructure to defense."
"I believe this is an industry shaping event," said TriQuint CEO Ralph Quinsey. "Through this combination of RFMD and TriQuint we form a diversified market leader with a highly compatible combination of products and technologies and a world class team focused on innovation and superior financial results. The alignment of culture between the two companies and the well matched products, capabilities and technologies will create compelling new opportunities."
This transaction combines complementary product portfolios, featuring power amplifiers (PAs), power management integrated circuits (PMICs), antenna control solutions, switch-based products and premium filters - and leverages these to deliver the industry's most comprehensive portfolio of high-performance mobile solutions. It will also strengthen the combined company's service to the infrastructure and defense/aerospace industries and enable advanced gallium nitride (GaN) solutions for additional markets and applications.
The new company will have a shared leadership team. TriQuint CEO Ralph Quinsey will serve as non-executive Chairman, and RFMD CEO Bob Bruggeworth will serve as Chief Executive Officer. The board of directors will be made up of ten directors, with five directors from the existing board of each company. Eight of the ten directors will be independent. TriQuint CFO Steve Buhaly will serve as Chief Financial Officer and RFMD CFO Dean Priddy will serve as Executive Vice President of Administration, reporting to the CEO and responsible for integration and synergy value creation. Additional senior leaders of the combined company will include RFMD's Eric Creviston as President of mobile products, TriQuint's James Klein as President of infrastructure and defense products, TriQuint's Steven Grant as Corporate Vice President for Fab Technology & Manufacturing and RFMD's Jim Stilson as Corporate Vice President for Assembly/Test Technology & Manufacturing. Other leaders will be named later this year.
The transaction is expected to close in the second half of calendar 2014 subject to approval by the shareholders of both companies, the receipt of regulatory approvals, and other customary closing conditions.
BofA Merrill Lynch is acting as exclusive financial advisor to RFMD. Goldman Sachs is acting as exclusive financial advisor to TriQuint. Perkins Coie is acting as counsel for TriQuint and Weil, Gotshal & Manges LLP and Womble Carlyle Sandridge & Rice, LLP are acting as counsel for RFMD.
Conference Call and Webcast Information
RFMD and TriQuint will host a conference call today that begins at 8:30 a.m. EST/5:30 a.m. PST. A live webcast of the conference call, as well as a related slide presentation, can be accessed at ir.rfmd.com or at invest.triquint.com. The call can also be accessed live over the phone by dialing 1-480-629-9866, access code 4671275.
The merger will create new growth opportunities in three large global markets - mobile devices, network infrastructure and aerospace/defense - with scale advantages, innovative new products and a greatly improved operating model. RFMD and TriQuint together will offer the industry's broadest portfolio of critical enabling technologies to develop and commercialize tightly integrated solutions at record speeds. The combination will foster a new wave of exciting mobile devices that are broadly accessible and offer dramatically higher data throughput, to the benefit of carriers and consumers alike. The combination also creates a leader in infrastructure and defense (with approximately $500 million in annual revenue), with a broad portfolio of products and foundry services supporting applications including radar, next generation base stations, optical communications, and the Internet of Things.
With today's transaction, which is intended to qualify as a tax-free reorganization, TriQuint shareholders will receive 1.675 shares of NewCo and RFMD shareholders will receive 1 share of NewCo for each TriQuint or RFMD share held. At the closing of the transaction, the companies will execute a one-for-four reverse stock split resulting in approximately 145 million shares outstanding.
Former shareholders of RFMD and TriQuint will each own approximately 50 percent of the new company post-merger. The transaction represents an implied price of $9.73 for each TriQuint share, representing a 5.4% premium based on the closing price of $9.23 for TriQuint on February 21, 2014. The combination is expected to achieve at least $150 million in cost synergies; $75 million in annualized synergies exiting the first year after closing and an additional $75 million exiting the second year. The transaction is expected to be accretive to non-GAAP EPS in the first full fiscal year following the closing of the transaction.
"The world's demand for mobile data is growing exponentially," said RFMD CEO and President Bob Bruggeworth. "The combination of TriQuint and RFMD creates a new leader in RF solutions with expertise in mobile devices and complex infrastructure and global defense applications. With this merger of equals, we will bring under one roof all of the critical RF building blocks necessary to innovate at the heart of what makes mobile mobile - the crucial back-and-forth data flow between the mobile device and the network. We will harness this innovation for the benefit of all our customers - from mobile to infrastructure to defense."
"I believe this is an industry shaping event," said TriQuint CEO Ralph Quinsey. "Through this combination of RFMD and TriQuint we form a diversified market leader with a highly compatible combination of products and technologies and a world class team focused on innovation and superior financial results. The alignment of culture between the two companies and the well matched products, capabilities and technologies will create compelling new opportunities."
This transaction combines complementary product portfolios, featuring power amplifiers (PAs), power management integrated circuits (PMICs), antenna control solutions, switch-based products and premium filters - and leverages these to deliver the industry's most comprehensive portfolio of high-performance mobile solutions. It will also strengthen the combined company's service to the infrastructure and defense/aerospace industries and enable advanced gallium nitride (GaN) solutions for additional markets and applications.
The new company will have a shared leadership team. TriQuint CEO Ralph Quinsey will serve as non-executive Chairman, and RFMD CEO Bob Bruggeworth will serve as Chief Executive Officer. The board of directors will be made up of ten directors, with five directors from the existing board of each company. Eight of the ten directors will be independent. TriQuint CFO Steve Buhaly will serve as Chief Financial Officer and RFMD CFO Dean Priddy will serve as Executive Vice President of Administration, reporting to the CEO and responsible for integration and synergy value creation. Additional senior leaders of the combined company will include RFMD's Eric Creviston as President of mobile products, TriQuint's James Klein as President of infrastructure and defense products, TriQuint's Steven Grant as Corporate Vice President for Fab Technology & Manufacturing and RFMD's Jim Stilson as Corporate Vice President for Assembly/Test Technology & Manufacturing. Other leaders will be named later this year.
The transaction is expected to close in the second half of calendar 2014 subject to approval by the shareholders of both companies, the receipt of regulatory approvals, and other customary closing conditions.
BofA Merrill Lynch is acting as exclusive financial advisor to RFMD. Goldman Sachs is acting as exclusive financial advisor to TriQuint. Perkins Coie is acting as counsel for TriQuint and Weil, Gotshal & Manges LLP and Womble Carlyle Sandridge & Rice, LLP are acting as counsel for RFMD.
Conference Call and Webcast Information
RFMD and TriQuint will host a conference call today that begins at 8:30 a.m. EST/5:30 a.m. PST. A live webcast of the conference call, as well as a related slide presentation, can be accessed at ir.rfmd.com or at invest.triquint.com. The call can also be accessed live over the phone by dialing 1-480-629-9866, access code 4671275.
