Conexant Agrees to Combine Wireless Business With Alpha Industries
January 17, 2002
On December 17, 2001, Chadbourne client Conexant Systems, Inc. announced that it had agreed to combine its wireless business with Alpha Industries, Inc. to create the pure-play world leader in radio frequency (RF) and complete semiconductor system solutions for mobile communications applications. As part of the transaction, Conexant will spin off its wireless business to Conexant shareholders as a separate company and, immediately after the spin-off, the spin-off company will merge with Alpha to form a combined company which is to be renamed. Current Alpha shareholders will own approximately 33 percent and current Conexant shareholders will own approximately 67 percent of the combined company’s shares on a fully diluted basis. The combined company would be valued at approximately $3 billion. Following completion of the merger, the combined company will purchase Conexant’s Mexicali, Mexico assembly and test facility for $150 million. The transaction, which is subject to approval by Alpha shareholders, regulatory approval and receipt of an IRS ruling, is expected to close by June 2002.
The Chadbourne corporate team was led by partners Pete Kolyer, Marc Alpert and Sey-Hyo Lee, with the assistance of partners Kevin Smith and Charlie Hord. Corporate associates Barry Eisler, Angela Dinger, Rachel Lee, Carla Copeland, Louis Manzo and Karen Hunter and legal assistants Sarah Chan and Donna Johnson all contributed to the substantial effort required to put the complex transaction together in a little more than three weeks. Partner Alex San Miguel, assisted by associates Elizabeth Rand and David Santangelo, documented and negotiated the sale of the Mexicali facility in record time. The tax team consisted of partners Bill Cavanagh and Lauren Kelly and associate Nizam Siddiq. Partner Marjorie Glover and associate Sarah Richards assisted with employee benefits matters and partner Andy Giaccia advised on environmental matters. The antitrust team of partner Dan O’Neill and associates Marta Pulaski-Kelly and Brian Brick are working on a number of U.S. and foreign antitrust filings required in connection with the transaction. Secretaries Ellen Tum Suden, Alida Genovese, Jeanne Brandofino, Marina Basile and Kathya Chapman also contributed to the effort.