RF Monolithics Announces Record Date and Date for Special Stockholders Meeting in Connection with Merger
23 Mayo 2012 - 3:31PM
Business Wire
RF Monolithics, Inc. (NASDAQ: RFMI) (“RFM” or “the
Company”), today announced that it will hold a special
meeting of its stockholders on June 29, 2012, at 10:00 a.m., local
time, at RFM’s principal executive offices. The purpose of the
special meeting will be to, among other things, consider and vote
upon a proposal to adopt and approve the previously announced
Agreement and Plan of Merger (the “Merger Agreement”), dated as of
April 12, 2012, as it may be amended from time to time, among RFM,
Murata Electronics North America, Inc. (“Parent”) and Ryder
Acquisition Company, Limited, a wholly owned subsidiary of Parent,
pursuant to which RFM will be acquired by Parent and become a
direct wholly owned subsidiary of Parent (the “Merger”). May 24,
2012 has been fixed as the record date for determination of the RFM
stockholders entitled to notice of, and to vote at, the special
meeting of stockholders.
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.
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 Merger, approval by the Company’s
stockholders of the Merger Agreement, the satisfaction of various
other conditions to the closing of the Merger contemplated by the
Merger Agreement, risks related to economic conditions as they
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.
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