Title: Conexant Receives IRS Ruling for Tax-Free Spin-Off of Wireless Business
Date: 6/20/2002 9:05:00 AM
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NEWPORT BEACH, Calif. & WOBURN, Mass.--(BUSINESS WIRE)--June 20,
2002--Conexant Systems, Inc. (Nasdaq:CNXT) and Alpha Industries Inc.
(Nasdaq:AHAA) today announced that the Internal Revenue Service has
ruled that the spin-off of Conexant's wireless business, prior to the
merger of the business with Alpha, will be tax-free to Conexant
shareowners.
The combined wireless company, to be called Skyworks Solutions
Inc., will begin trading on the Nasdaq stock market under the ticker
symbol "SWKS" upon completion of the merger, which is expected to
close by the end of this month.
"With the receipt of the IRS ruling, we can now move forward to
complete the merger and begin operations as an independent company,"
said David Aldrich, chief executive officer of Alpha, who will become
chief executive officer of the combined company.
"Skyworks will begin life with the industry's broadest breadth of
essential wireless technologies and a complete range of products
enabling us to offer our customers more highly integrated solutions."
Skyworks will be the industry's leading wireless semiconductor
company focused on radio frequency (RF) and complete semiconductor
system solutions for mobile communications. Under the terms of the
transaction, Conexant shareholders will receive 0.351 of a share in
the combined company and will continue to hold their existing Conexant
shares.
Alpha shareholders will continue to hold their existing Alpha
shares as shares in the combined company. Immediately prior to the
merger, Conexant will spin-off its wireless business, including its
gallium arsenide wafer fabrication facility located in Newbury Park,
Calif., to Conexant shareholders.
Completion of the merger is subject to satisfaction or waiver of
all other closing conditions. For more information about Skyworks,
visit www.skyworksinc.com.
About Conexant
Conexant Systems, Inc. is a worldwide leader in semiconductor
system solutions for communications applications. Conexant leverages
its expertise in mixed-signal processing to deliver integrated systems
and semiconductor products through three separate businesses that
address the wireless communications, broadband access and Internet
infrastructure markets.
Conexant's wireless communications business is focused on
providing power amplifiers, radio-frequency subsystems and complete
systems solutions. The broadband access business develops and delivers
integrated solutions that enable digital entertainment and information
networks for the home and small office. Mindspeed Technologies, the
company's Internet infrastructure business, designs, develops and
sells a complete portfolio of semiconductor networking solutions that
facilitate the aggregation, transmission and switching of data, video
and voice from the edge of the Internet to linked metropolitan area
networks and long-haul networks.
Conexant, headquartered in Newport Beach, Calif., delivered
revenues of $1.1 billion for fiscal 2001. The company is a member of
the S&P 500 and Nasdaq-100 indices. To learn more, visit Conexant at
www.conexant.com or www.mindspeed.com.
About Alpha
Alpha Industries produces highly integrated RF semiconductor
solutions for enhancing the speed, quality and performance of wireless
voice, data and video communications. Alpha's GaAs switches, power
amplifiers and discrete semiconductors have become reference products
for many of the world's largest manufacturers of wireless handsets,
mobile data devices, wireless infrastructure and broadband access
platforms.
Alpha's strategy is to leverage its industry-leading process
breadth, which includes GaAs PHEMT, HBT, InGaP and associated RF
process technologies, into increasing levels of component integration.
As a result, Alpha is winning new business for its growing line of
integrated RF module solutions, which reduce design complexity and
improve the OEMs time to market for new products. For more
information, visit Alpha's Web site, www.alphaind.com.
Safe Harbor Statement
This news release contains "forward-looking statements" as
defined in the Private Securities Litigation Reform Act of 1995.
Actual results may differ materially from those projected as a result
of certain risks and uncertainties, including but not limited to those
detailed from time to time in Conexant's and Alpha's Securities and
Exchange Commission filings. Such risks and uncertainties include
difficulties in integrating Conexant's wireless communications
business and Alpha's business.
Note to Editors: Skyworks and Skyworks Solutions are trademarks or
registered trademarks of Alpha Industries Inc. and Conexant Systems,
Inc., or their subsidiaries in the United States and in other
countries. Conexant and Mindspeed are trademarks or registered
trademarks of Conexant Systems, Inc. or its subsidiaries in the United
States and in other countries. |
