Alpha and Conexant Achieve Merger Milestone; Companies Granted Early Termination of Hart-Scott-Rodino Waiting Period.Business/Technology Editors WOBURN, Mass. & NEWPORT BEACH Newport Beach, residential and resort city (1990 pop. 66,643), Orange co., S Calif., on Newport Bay and the Pacific Ocean; inc. 1906. It is a popular seaside resort and yachting center. Manufactures include electrical and medical equipment, computers, boats, and adhesives. , Calif.--Feb. 4, 2002--Alpha Industries, Inc. (Nasdaq: AHAA AHAA Association of Hispanic Advertising Agencies AHAA American Hearing Aid Associates AHAA Adolescent Health and Academic Achievement Study ) and Conexant Systems, Inc. (Nasdaq: CNXT) today announced that the Federal Trade Commission has granted the companies early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (Public Law 94-435, known commonly as the HSR Act) is a set of amendments to the antitrust laws of the United States, principally the Clayton Antitrust Act. The HSR Act was signed into law by President Gerald R. of 1976, as amended, with respect to the previously announced proposed merger of Conexant's wireless business with Alpha. The termination of the waiting period satisfies one of the conditions to the merger, pursuant to which Conexant shareowners would receive 0.342 of a share in the new company and Alpha shareholders would continue to hold their existing Alpha shares as shares in the new company. The new company would have approximately 140 million fully diluted shares outstanding, with current Alpha shareholders owning approximately 33 percent and current Conexant shareowners owning approximately 67 percent of the combined company's shares on a fully diluted basis. Alpha and Conexant currently anticipate that the merger will be completed in the second calendar quarter of 2002. The completion of the merger remains subject to approval by Alpha shareholders, receipt of a ruling by the IRS An abbreviation for the Internal Revenue Service, a federal agency charged with the responsibility of administering and enforcing internal revenue laws. that the Conexant wireless business spin-off qualifies as tax-free and satisfaction of all other closing conditions. 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 two separate businesses: Conexant and Mindspeed Technologies. Conexant's personal networking business is focused on wireless communications wireless communications System using radio-frequency, infrared, microwave, or other types of electromagnetic or acoustic waves in place of wires, cables, or fibre optics to transmit signals or data. , digital infotainment and personal computing Refers to users working on their own computers rather than a terminal to a mainframe. Sometimes, the term refers to using computers at home for work and/or entertainment in contrast to business use only. See personal computer. products that are used in mobile communications and the broadband digital home. Mindspeed Technologies 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, and has approximately 6,900 employees worldwide. The company is a member of the S&P 500 and Nasdaq-100 indices. To learn more, visit us at www.conexant.com or www.mindspeed.com. About Alpha Alpha Industries Alpha Industries is a clothing manufacturer founded in 1959 in Knoxville, Tennessee. The company makes items such as flight jackets and vests, and has made jackets for the military of the United States like the M65 Jacket. Two models are the MA-1 and CWU-45/P pilot jackets. is a leading provider of RF integrated circuit-based solutions, including semiconductors and ceramic components, for the wireless and broadband communications markets. Alpha's switches, power amplifiers Power amplifier The final stage in multistage amplifiers, such as audio amplifiers and radio transmitters, designed to deliver appreciable power to the load. and discrete semiconductors are used by the world's leading broadband, infrastructure and wireless communications companies to enhance the speed, quality and performance of voice, data and video. The company's Alpha Integration Platform(TM) (aiIP(TM)) is a breakthrough manufacturing, packaging and design technique that reduces design complexity and improves the OEM's overall time to market for new products. For more information, please visit Alpha's Web site, www.alphaind.com. Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. Statement This press release contains "forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. " as defined in the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and 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 also include delays in obtaining the other regulatory approvals required to consummate the merger, difficulties in integrating Conexant's wireless business and Alpha's business and failure of the spin-off of Conexant's wireless business to qualify as a tax-free reorganization. |
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