RF Monolithics, Inc. (NASDAQ: RFMI) (“RFM” or “the
Company”), a leader in machine-to-machine (M2M) wireless
communications, announced that it has entered into a
definitive agreement to be acquired by Murata Electronics North
America, Inc. for $1.78 per share to holders of RFM common shares,
representing an 80% premium over the Nasdaq closing price as of
April 12, 2012. The acquisition is expected to close in the third
calendar quarter of 2012. Murata Electronics North America’s parent
company, Murata Manufacturing Co., Ltd. (“Murata
Manufacturing”) (TSE/OSE: 6981), is the world’s number one supplier
of passive electronic components.
Farlin Halsey, President and CEO of RFM, stated, “We believe
that the transaction with Murata Electronics North America offers a
substantial premium to our stockholders. There is a natural fit
between our two companies and we believe it was a significant
factor in our outside directors’ ability to attain a favorable
price for our stockholders.
“RFM is very proud of its heritage. We owe our success to our
talented and dedicated team at all levels. On behalf of management
and RFM’s Board of Directors, I would like to thank all our
dedicated employees for their hard work,” concluded Mr. Halsey.
“RFM’s proven success in developing business in the healthcare,
energy and industrial markets complements Murata’s growth strategy.
Additionally, leveraging RFM’s expertise in design and development
of production-ready RF modules, SAW based and RFIC short-range
radios, stand-alone radio systems and platforms for M2M
applications will enable Murata to increase the value of the
wireless module solutions delivered to Murata’s existing and future
customers in the global marketplace,” said David M. Kirk, President
and CEO of Murata Electronics North America, Inc., the Regional
Headquarters of Murata Americas.
The transaction is subject to customary closing conditions,
including shareholder and regulatory approvals.
Hunton & Williams LLP and Morton PLLC acted as legal
advisors to RFM. Duff & Phelps, LLC, in conjunction with its
recently acquired Pagemill Partners business, acted as the
financial advisors to RFM’s Special Committee of its Board of
Directors. Alston & Bird LLP acted as legal advisor to
Murata.
About RFM
RF Monolithics, Inc., headquartered in Dallas, Texas, is a
provider of solutions-driven, technology-enabled wireless
connectivity for a broad range of wireless applications—from
individual standard and custom components to modules for
comprehensive industrial wireless sensor networks and
machine-to-machine (M2M) technology. For more information on RF
Monolithics, Inc., please visit the Company’s website at
www.RFM.com.
About Murata Americas
Murata Americas regional HQ is Murata Electronics North America,
Inc., a wholly- owned subsidiary of Murata Manufacturing Co., Ltd.,
whose global headquarters are in Kyoto, Japan. Established in 1944,
Murata is a worldwide leader in research, design, manufacture and
sale of ceramic based passive electronic components, power supply
and wireless module solutions. With annual revenues in excess of $7
billion dollars, Murata is committed to the environmentally
conscious development and stable supply of advanced electronic
materials, leading edge electronic components, and
multi-functional, high-density modules. Products include:
monolithic ceramic capacitors, polymer aluminum electrolytic
capacitors, electric double layer energy device (EDLC), noise
suppression products/EMI suppression filters, inductors, resistor
products, resonators, filters, RF components, communication and
wireless module solutions, sensors, thermistors, DC-DC converters,
AC-DC power supplies, sound components, piezo actuators,
micromechatronics products, ceramic applied products, and RFID
solutions. Murata’s products are found in a wide range of
applications including consumer, mobile communications, computers
and networking equipment, automotive electronics, advanced metering
equipment, digital home electronics, lighting and illumination, and
healthcare devices. Murata has employees and manufacturing
facilities throughout the world. Additional information about
Murata Americas can be found at www.murataamericas.com.
Forward-Looking Statements
Certain statements contained herein are “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements include
statements regarding the intent, belief or current expectations of
the Company and members of its management team, as well as the
assumptions on which such statements are based, and generally are
identified by the use of words such as “anticipates,” “believes,”
“estimates,” “expects,” “forecasts,” “intends,” “may,” “plans,”
“projects,” “seeks,” “should,” “targets,” “will,” or similar
expressions. Forward-looking statements involve assumptions,
estimates, expectations, forecasts, goals, projections, risks and
uncertainties. Forward-looking statements are not guarantees of
future performance and involve risks and uncertainties that actual
results may differ materially from those contemplated by such
forward-looking statements. Many of these factors are beyond the
Company’s ability to control or predict. Such risks and
uncertainties include, but are not limited to, any conditions
imposed in connection with the proposed merger of Ryder Acquisition
Company Limited with and into the Company, pursuant to which the
Company would become a wholly-owned subsidiary of Murata
Electronics North America, Inc. (the “Merger”), approval by the
Company’s stockholders of that certain Agreement and Plan of
Merger, dated as of April 12, 2012 (the “Merger Agreement”), among
the Company, Murata Electronics North America, Inc. and Ryder
Acquisition Company Limited, the satisfaction of various other
conditions to the closing of the Merger contemplated by the Merger
Agreement, the outcome of any legal proceedings that may be
instituted against the Company related to the Merger Agreement,
risks related to economic conditions as relate to the Company’s
customer base, the collection of receivables from the Company’s
customers who may be affected by economic conditions, the highly
competitive market in which the Company operates, rapid changes in
technologies that may displace products sold by the Company,
declining prices of products, the Company’s reliance on
distributors, delays in product development efforts, uncertainty in
consumer acceptance of the Company’s products, changes in the
Company’s level of sales or profitability, manufacturing and
sourcing risks, availability of materials, cost of components for
the Company’s products, product defects and returns, and other
factors discussed in the Company’s Annual Report on Form 10-K for
the fiscal year ended August 31, 2011 filed with the Securities and
Exchange Commission (the “SEC”), and in all filings made by the
Company with the SEC subsequent to the filing of the Form 10-K.
These risks and uncertainties should be considered in evaluating
any forward-looking statements contained herein. Each
forward-looking statement speaks only as of the date of the
particular statement and the Company does not undertake any
obligation to update or revise such forward-looking statements,
whether as a result of new information, future events or
otherwise.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
respect of the proposed Merger. In connection with the proposed
Merger and required stockholder approval, the Company will file a
proxy statement and file or furnish other relevant materials with
the SEC. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO
READ CAREFULLY AND IN THEIR ENTIRETY ALL RELEVANT MATERIALS FILED
OR FURNISHED WITH THE SEC, INCLUDING THE PROXY STATEMENT WHEN IT
BECOMES AVAILABLE, BECAUSE THESE MATERIALS WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED MERGER.
Investors and security holders may obtain free copies of the proxy
statement (when available) and other documents filed with or
furnished to the SEC by the Company at the SEC’s website at
www.sec.gov, from the Company by calling (972) 233-2903 or writing
to Investor Relations at 4441 Sigma Road, Dallas, Texas 75244, or
by going to the Company’s Investor Relations website at
www.rfm.com/company/investorrelations.php.
The contents of the websites referenced above are not deemed to be
incorporated by reference into the proxy statement.
Participants in Solicitation
The Company and its directors, executive officers and other
members of its management and employees may be deemed to be
participants in the solicitation of proxies from the stockholders
of the Company in connection with the proposed Merger. Information
regarding the interests of the Company’s participants in the
solicitation is, or will be, set forth in the Company’s proxy
statements and Annual Reports on Form 10-K, previously filed with
the SEC, and in the proxy statement related to the proposed Merger
when it becomes available. These documents are, and will be,
available free of charge at the SEC’s web site at www.sec.gov, or by going to the Company’s Investor
Relations web site at www.rfm.com/company/investorrelations.php.
RF Monolithics (NASDAQ:RFMI)
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