Tsinghua Unigroup Announces Offer to Buy Spreadtrum Communications
BEIJING -- (Marketwired) -- 06/21/13 -- Tsinghua Unigroup Ltd.
("Unigroup") today confirmed that it has made a non-binding offer to
acquire Spreadtrum Communications, Inc. (NASDAQ: SPRD) ("Spreadtrum"
or the "Company") for $28.50 in cash per American Depositary Share
(the "Transaction"). Spreadtrum is a leading fabless semiconductor
provider in China with advanced technology in 2G, 3G and 4G wireless
communications standards. The offer represents a premium of 20.1%
over the closing price of the Company's shares on June 19, 2013, the
day preceding the delivery of the offer and 44.3% over the volume
weighted closing price of the Company's shares for the 30 trading
days preceding the delivery of the offer.
Unigroup is an operating subsidiary of Tsinghua Holdings Co. Ltd., a
solely state-owned limited liability corporation funded by Tsinghua
University, one of the most prestigious universities in the world.
Tsinghua Holdings owns and manages a substantial majority of the
commercial assets of Tsinghua University. As of December 31st, 2012,
Tsinghua Holdings had total assets of approximately 70.4 billion RMB,
EBITDA of approximately 4.07 billion RMB, and net income of
approximately 1.45 billion RMB for fiscal year 2012. Tsinghua
Holdings' corporate credit rating is AA+ according to CCXI, the
Chinese domestic JV partner of Moody's and the leading credit rating
agency in China. Additional information about Tsinghua Holdings can
be found at (http://www.thholding.com.cn/english/simpleindex.aspx).
According to the preliminary non-binding proposal letter, Tsinghua
Holdings has committed to guaranteeing the aggregate purchase price,
which may be funded through a combination of equity and debt
Unigroup is excited about the proposed acquisition of Spreadtrum and
the strategic opportunity this Transaction provides given the
strength of this leading China-based business. Mr. Zhao Weiguo, the
Chairman and CEO of Unigroup, commented, "We are enthusiastic about
Spreadtrum's business and market position globally and here in China,
and we see Spreadtrum as an excellent strategic fit with Unigroup's
overall commercial objectives. We look forward to working together on
the details of our proposed acquisition."
Unigroup's proposal is non-binding and is subject to, among other
things, satisfactory due diligence with respect to Spreadtrum and the
execution of acceptable definitive agreements. There can be no
assurance that Spreadtrum will support the Transaction, that any
definitive binding offer will be made by Unigroup with respect to the
Transaction, that any agreement with respect to the Transaction will
be executed, that any conditions, including with respect to
regulatory approval, will be satisfied, or that this Transaction or
any other transaction, on the proposed terms or on any other terms,
will be approved or consummated. Unigroup does not undertake any
obligation to provide any updates with respect to this Transaction or
any other transaction, except as required under applicable law.
About Tsinghua Unigroup Ltd.
Tsinghua Unigroup Ltd. ("Unigroup") is an operating subsidiary of
Tsinghua Holdings Co. Ltd., a solely state-owned limited liability
corporation funded by Tsinghua University in China. Tsinghua Holdings
Co. Ltd. is the controlling shareholder of Unigroup. Unigroup's
business lines include high-technology, bio-technology, science park
development, and urban infrastructure construction.
About Spreadtrum Communications, Inc.
Spreadtrum Communications, Inc. (NASDAQ: SPRD) ("Spreadtrum") is a
fabless semiconductor company that develops mobile chipset platforms
for smartphones, feature phones and other consumer electronics
products, supporting 2G, 3G and 4G wireless communications standards.
Spreadtrum's solutions combine its highly integrated, power-efficient
chipsets with customizable software and reference designs in a
complete turnkey platform, enabling customers to achieve faster
design cycles with a lower development cost. Spreadtrum's customers
include global and China-based manufacturers developing mobile
products for consumers in China and emerging markets around the
world. For more information, visit www.Spreadtrum.com.
This press release does not constitute an offer to sell or the
solicitation of an offer to subscribe for or buy any security, nor is
it a solicitation of any vote or approval in any jurisdiction, nor
shall there be any sale, issuance or transfer of the securities
referred to in this press release in any jurisdiction in
contravention of applicable law.
Tsinghua Unigroup Ltd.
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