Spreadtrum Communications Announces Receipt of Acquisition Proposal

     Spreadtrum Communications Announces Receipt of Acquisition Proposal

PR Newswire

SHANGHAI, June 21, 2013

SHANGHAI, June 21, 2013 /PRNewswire-FirstCall/ -- Spreadtrum Communications,
Inc. (NASDAQ: SPRD; "Spreadtrum" or the "Company"), a leading fabless
semiconductor provider in China with advanced technology in 2G, 3G and 4G
wireless communications standards, today announced that its Board of Directors
has received a preliminary non-binding proposal letter, dated June 20, 2013,
from Tsinghua Unigroup Ltd. ("Unigroup"), an operating subsidiary of Tsinghua
Holdings Co. Ltd., a solely state-owned limited liability corporation funded
by Tsinghua University in China, pursuant to which Unigroup proposes to
acquire the Company (the "Transaction") for US$28.50 in cash per American
Depositary Share (each American Depositary Share represents three ordinary
shares of the Company). A copy of the proposal letter is attached hereto as
Appendix 1.

The Company's Board of Directors is reviewing and evaluating Unigroup's
proposal and cautions the Company's shareholders and others considering
trading in its securities that the Board of Directors has just received the
Unigroup proposal, and has not yet made any decisions with respect to the
proposed Transaction, or the Company's response to the proposed Transaction.
There can be no assurance that any definitive offer will be made, that any
agreement will be executed or that this or any other transaction will be
approved or consummated. The Company does not undertake any obligation to
provide any updates with respect to this or any other transaction, except as
required under applicable law.

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.

Appendix 1

Acquisition Proposal Letter

June 20, 2013

The Board of Directors
Spreadtrum Communications, Inc.
Spreadtrum Center, Building No. 1
Lane 2288, Zuchongzhi Road
Zhangjiang, Shanghai 201203
People's Republic of China

Ladies and Gentlemen:

Tsinghua University, through its subsidiary Tsinghua Unigroup Ltd.
("Unigroup") is pleased to submit this preliminary non-binding proposal to
acquire Spreadtrum Communications, Inc. (the "Company," and such transaction
the "Acquisition").

We believe that our proposal as outlined below will provide a very attractive
alternative to the Company's shareholders. Our proposal represents a premium
of 20.10% to the Company's closing price on June 19, 2013 and a premium of
44.3% to the volume-weighted average closing price during the last 30 trading
days.

In addition to the premium that our proposal would deliver to Spreadtrum
shareholders, we believe that an Acquisition by Tsinghua Unigroup Ltd., which
is majority owned by Tsinghua University, a central player in China's
technology and R&D sectors would provide compelling strategic synergies and
position the Company for additional value creation in key wireless
communications markets in China and elsewhere going forward.

The terms and conditions upon which we are prepared to pursue the Acquisition
are set forth below. We are confident in our ability to consummate an
Acquisition as described in this letter.

1. Purchase Price. The consideration payable for each American Depositary
Share of the Company ("ADS," each representing three (3) ordinary shares) will
be U.S. $28.50 in cash.

2. Financing. We may finance a portion of the aggregate purchase price with
debt. Tsinghua Holdings Co. Ltd., our controlling shareholder, has provided us
with a Letter of Support, dated June 20, 2013, a copy of which is attached
hereto as Exhibit A, pursuant to which Tsinghua Holdings has committed to
guarantee full funding for any equity or debt financing that may be required
for the Acquisition, as set forth therein. For the avoidance of doubt, while
we may seek to finance a portion of the acquisition with debt financing,
Tsinghua Holdings has agreed to provide equity funding up to the total
purchase price of $1.5 billion if satisfactory debt financing is not
available.

3. Due Diligence. We will be in a position to commence our due diligence for
the Acquisition immediately upon receiving access to the relevant materials.

4. Definitive Agreements. We are prepared to negotiate and finalize definitive
agreements (the "Definitive Agreements") concurrently with our due diligence
review. This proposal is subject to execution of Definitive Agreements. These
documents will provide for representations, warranties, covenants and
conditions customary for transactions of this type.

5. Confidentiality. Other than the announcement of this offer letter, we are
confident you will agree with us that we have a shared interest in proceeding
in an otherwise confidential manner, unless otherwise required by law, until
we have executed Definitive Agreements or terminated our discussions.

7. Further Information About Tsinghua Holdings andTsinghua Unigroup. Unigroup
is an operating subsidiary of Tsinghua Holdings, a solely state-owned limited
liability corporation funded by Tsinghua University that is responsible for
managing a substantial majority of Tsinghua University's commercial assets.
As of December 31^st, 2012, Tsinghua Holding's total assets approximated 70.4
billion RMB and Tsinghua had EBITDA of approximately 4.07 billion RMB and net
income of approximately 1.45 billion RMB for fiscal 2012. Tsinghua Holdings's
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). Other shareholders
include Beijing Jiankun Investment Group Co. Ltd. and Beijing Tourism Group.
Unigroup's business lines include high-technology generally, bio-technology,
real estate and urban infrastructure construction. 

8. No Binding Commitment. This letter constitutes only a preliminary
indication of our interest, and does not constitute any binding commitment
with respect to an Acquisition. Such a commitment will arise only upon
execution of Definitive Agreements, and in such case will be on the terms
provided in such documentation.

In closing, we would like to personally express our commitment to working
together in bringing this Acquisition to a successful and timely conclusion.
We look forward to hearing from you regarding our proposal at your earlier
convenience and kindly request that you notify us by June 28, 2013 should you
desire to engage in further discussions about our proposal.

Very truly yours,

Tsinghua Unigroup Ltd.
By: /s/ Zhao Weiguo
Name:Zhao, Weiguo
Title: Chairman and President

Exhibit A

TSINGHUA HOLDINGS LETTER

From:

Tsinghua Holdings Co., Ltd.
25F, Building A, S.P Tower
Tsinghua Science Park
Beijing 100084, P.R. China


June 20^th, 2013

To:

Chairman Zhao Weiguo of Tsinghua Unigroup Ltd.
10/F, Unis Plaza, Tsinghua Science Park
Beijing, 100084, P.R. China

Subject: Tsinghua Holdings Co. Letter of Support and Agreement to Guarantee
Full Funding for the Acquisition of Spreadtrum Communications, Inc. by
Tsinghua Unigroup Ltd.

Dear Mr. Zhao,

This letter (our "Letter of Support") is to confirm our official endorsement
and commitment to support Tsinghua Unigroup Ltd ("You") in your bid to acquire
Spreadtrum Communications, Inc. (NASD: SPRD) (the "Target" and such
transaction, the "Project") at the price of U.S. $28.5 per ADS for up to USD
$1.5 billion (the "Support Amount") and to guarantee any equity or debt
financing that may be required for the Project.

As you know, we own and manage a substantial majority of the commercial assets
of Tsinghua University, one of the most prestigious universities in the World.
As of December 31^st, 2012, our total assets approximated 70.4 billion RMB
with 2012 EBITDA of approximately 4.07 billion RMB and 2012 net income of
approximately 1.45 billion RMB. Tsinghua Holdings Co.'s corporate credit
rating is AA+ according to CCXI, the Chinese domestic JV partner of Moody's
and the leading credit rating agency in China. Our corporate website contains
further background information about Tsinghua Holdings, and can be found at
(http://www.thholding.com.cn/english/simpleindex.aspx).

As the manager of the commercial affairs of the University, we are the parent
company to Tsinghua Unigroup Ltd and own 51% of its outstanding capital
shares. We have officially approved the Project and have decided to fully
support the Project to facilitate its rapid completion. Although we have
sufficient resources to fund the Project up to the full Support Amount from
our own balance sheet, we understand that You may elect to utilize debt
financing to fund a portion of the purchase price for the Target. In any such
case, we intend to assist You in obtaining any such debt financing on
favourable terms. In furtherance thereof, we will provide a corporate parent
guarantee of such financing up to the Support Amount minus the amount of any
equity contribution for the Project (and subject to any applicable government
approvals). In furtherance thereof, we will execute any bank or third-party
guarantees and other related documents requested by you in form and substance
reasonably acceptable to us and to any lender providing such funding.

At your discretion, this Letter of Support can be shared with parties with
whom you are discussing the Project.

This Letter of Support and our agreement to provide a guarantee is a
commitment of our broad financial enterprise, and credit support for purposes
of the Project.

Yours faithfully,

Tsinghua Holdings Co., Ltd.

By: /s/ Xu Jinghong
Print Name: Xu, Jinghong
Title: Chairman of Tsinghua Holdings Co., Ltd.

To see a full copy of the signed version of these letters, click here:

http://www.prnasia.com/sa/attachment/2013/06/20130621172830287567.2 -
Acquisition Offer Letter and Funding Support Letter.pdf

SOURCE Spreadtrum Communications, Inc.

Website: http://www.spreadtrum.com
Website: http://www.prnasia.com/sa/attachment/2013/06/20130621172830287567.2 -
Acquisition Offer Letter and Funding Support Letter.pdf
Website: http://www.thholding.com.cn/english/simpleindex.aspx
Website: http://www.thholding.com.cn/english/simpleindex.aspx
Contact: Diana Jovin, ir@spreadtrum.com, +1 650-308-8148
 
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