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17 June 2014

HSR waiting period expires for RFMD-TriQuint merger with no action by FTC or Department of Justice

The waiting period under the US Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976 in relation to the merger between RF Micro Devices Inc of Greensboro, NC, USA and RF front-end component maker and foundry services provider TriQuint Semiconductor Inc of Hillsboro, OR, USA (announced on 24 February) expired on 13 June, with no action by the US Federal Trade Commission or the Department of Justice.

RFMD and TriQuint agreed to combine under a new holding company in an all-stock, merger-of-equals transaction. Upon completion of the transaction, RFMD shareholders will receive 0.25 of a share of the new holding company for each share of RFMD common stock, and TriQuint shareholders will receive 0.4187 of a share for each share of TriQuint common stock. RFMD and TriQuint shareholders are each expected to hold about 50% of the new holding company’s shares issued and outstanding immediately after completion of the transaction.

Completion of the HSR Act waiting period satisfies one of the conditions required to finalize the transaction. The merger is still subject to approval by both TriQuint and RFMD shareholders, other required regulatory approvals, and customary closing conditions.

In connection with the proposed merger, Rocky Holding Inc, a newly formed holding company under RFMD, has filed with the US Securities and Exchange Commission (SEC) a Form S-4 which includes a registration statement and a preliminary prospectus (with respect to Rocky Holding shares to be issued in the merger) and a preliminary joint proxy statement of TriQuint and RFMD in connection with the merger.

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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