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1 August 2014

RFMD and TriQuint schedule shareholder meetings concerning merger

RF Micro Devices Inc of Greensboro, NC, USA and RF front-end component maker TriQuint Semiconductor Inc of Hillsboro, OR, USA have each scheduled special shareholder meetings for 5 September, mainly to seek shareholder approval for their proposed merger (announced in February) under a new holding company, currently named Rocky Holding Inc.

RFMD’s meeting will be held at 9am local time, at the office of Womble Carlyle Sandridge & Rice LLP (One West Fourth Street, Winston-Salem, NC 27101). TriQuint's meeting will be held at 1pm local time, at TriQuint’s headquarters (2300 NE Brookwood Parkway, Hillsboro, OR 97124). Each firm’s shareholders of record as of the close of business on 16 July will be entitled to vote at their respective meetings.

The companies also announced that the registration statement on Form S-4 filed with the US Securities and Exchange Commission (SEC) by Rocky Holding Inc on 14 April, and as subsequently amended (which includes a joint proxy statement/prospectus of RFMD and TriQuint), was declared effective by the SEC on 30 July. On 30 July, Rocky Holding Inc filed a revised joint proxy statement/prospectus pursuant to Rule 424(b) of the Securities Act of 1933, as amended, in order to make available the document that will be mailed to RFMD and TriQuint shareholders in connection with the respective special meetings. The joint proxy statement/prospectus is available on the SEC’s EDGAR system under the name ‘Rocky Holding, Inc’ and can be accessed at: www.sec.gov/

RFMD and TriQuint will soon begin mailing the joint proxy statement/prospectus to their respective shareholders to provide additional information and instructions for voting. Closing of the merger remains subject to customary conditions set forth in the parties’ Agreement and Plan of Merger and Reorganization of 22 February, including approval by shareholders of both RFMD and TriQuint and other regulatory approvals.

See related items:

RFMD and TriQuint to merge, creating $2bn-turnover firm

Tags: RFMD TriQuint

Visit: www.triquint.com

Visit: www.rfmd.com

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