Conexant Receives IRS Ruling for Tax-Free Spin-Off of Wireless Business.Business Editors & High-Tech Writers 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. & WOBURN, Mass.--(BUSINESS WIRE)--June 20, 2002 Conexant Systems, Inc. (Nasdaq:CNXT) and 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. Inc. (Nasdaq:AHAA AHAA Association of Hispanic Advertising Agencies AHAA American Hearing Aid Associates AHAA Adolescent Health and Academic Achievement Study ) 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  This article or section is written like an .Please help [ rewrite this article] from a neutral point of view. Mark blatant advertising for , using . Inc., will begin trading on the Nasdaq stock market Nasdaq stock market The first electronic stock market listing over 5000 companies. The Nasdaq stock market comprises two separate markets, namely the Nasdaq National Market, which trades large, active securities and the Nasdaq Smallcap Market that trades emerging growth companies. under the ticker symbol Ticker Symbol An arrangement of characters (usually letters) representing a particular security listed on an exchange or otherwise traded publicly. When a company issues securities to the public marketplace, it selects an available ticker symbol for its securities which investors "SWKS" upon completion of the merger, which is expected to close by the end of this month. "With the receipt of the IRS An abbreviation for the Internal Revenue Service, a federal agency charged with the responsibility of administering and enforcing internal revenue laws. 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 An alloy of gallium and arsenic compound (GaAs) that is used as the base material for chips. Several times faster than silicon, it is used in high frequency applications such as cellphones, DVD players and fiber optics. wafer fabrication Wafer Fabrication is a procedure composed of many repeated sequential processes to produce complete electrical or photonic circuits. Examples include production of radio frequency (RF) amplifiers, LEDs, optical computer components, and CPUs for computers. 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 See FET. , HBT HBT Heterojunction Bipolar Transistor HBT HyCult Biotechnology (Uden, The Netherlands) HBT Hanbury-Brown-Twiss (interferometer) HBT Herring Bone Twill HBT Heflex Bioengineering Test , 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 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 news release contains "forward-looking statements" 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 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. |
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