Freescale To Acquire SigmaTel For Approximately $110 Million

Austin, TX -- SigmaTel, Inc. and Freescale Semiconductor announced that they have entered into a definitive agreement for Freescale to acquire SigmaTel. Freescale is a privately held company that specializes in the design and manufacture of embedded semiconductors. SigmaTel is a provider of analog intensive, mixed-signal integrated circuits (ICs) for the digital multimedia market.

Under the terms of the agreement, Freescale will pay $3.00 cash per outstanding share of SigmaTel stock, or approximately $110 million in total. Vinson & Elkins L.L.P. acted as the legal advisor to SigmaTel and ThinkEquity Partners LLC, a wholly owned subsidiary of London based Panmure Gordon & Co., acted as exclusive financial advisor to SigmaTel.

The agreement contains a "go-shop" provision through March 4, 2008, during which period SigmaTel has the right to solicit and engage in discussions and negotiations with respect to potential competing proposals. The agreement is subject to various customary closing conditions, including all necessary shareholder and regulatory approvals, and is expected to close in the second quarter of 2008.

"The increased demand for feature rich, always-connected consumer electronics devices is driving manufacturers to look for platform-based solutions that will accelerate time to market," said Phil Pompa, president and CEO of SigmaTel. "With the addition of SigmaTel, Freescale is the obvious choice for these next-generation devices."

"The SigmaTel acquisition enhances the long-term, strategic value we can deliver to our customers," said Lynelle McKay, senior vice president and general manager of Freescale's Networking and Multimedia Group. "Freescale's proven strengths in the high-performance multimedia and general purpose markets are complemented by SigmaTel's strong mixed-signal expertise in the portable media player and consumer audio markets."

SOURCE: SigmaTel, Inc.