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8-K - FORM 8-K - CONEXANT SYSTEMS INC | a55459e8vk.htm |
EX-4.2 - EX-4.2 - CONEXANT SYSTEMS INC | a55459exv4w2.htm |
EX-4.1 - EX-4.1 - CONEXANT SYSTEMS INC | a55459exv4w1.htm |
Exhibit 99.1
Editorial Contact:
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Investor Relations Contact: | |
Gwen Carlson
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Scott Allen | |
Conexant Systems, Inc.
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Conexant Systems, Inc. | |
(949) 483-7363
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(949) 483-2698 |
CONEXANT ANNOUNCES OVER-ALLOTMENT EXERCISE AND CLOSING
OF RECENT COMMON STOCK OFFERING
OF RECENT COMMON STOCK OFFERING
NEWPORT
BEACH, CALIF., Mar 10, 2010 Conexant Systems, Inc. (NASDAQ:CNXT) today announced
that the underwriters of its previously announced public offering of 14.0 million shares of common
stock exercised their over-allotment option to purchase an additional 2.1 million shares of the
companys common stock, bringing the total shares of common stock sold to 16.1 million at a price
to the public of $4.00 per share. The offering of 16.1 million shares of common stock, including
those shares purchased upon exercise of the over-allotment option, closed today. Net proceeds to
Conexant from the sale of the 16.1 million shares of common stock, after deducting the underwriting
discount and estimated offering expenses, were approximately $60 million. Goldman, Sachs & Co. is
the bookrunner and Oppenheimer & Co. Inc. is the co-manager of the offering.
Conexant intends to use the net proceeds from the common stock offering, together with the net
proceeds from the placement of an aggregate of $175 million principal amount of its 11.25% senior
secured notes due 2015, which also closed today, and available cash, to repurchase its outstanding
$232 million 4% convertible subordinated notes due 2026. The common stock and debt offerings were
announced on March 3, 2010, and a tender offer for the convertible subordinated notes commenced on
that same date. Under the terms of Conexants previously announced tender offer, holders of
convertible subordinated notes, which are puttable in March 2011, have been offered par value in
cash. The tender offer is scheduled to expire on March 30, 2010.
The securities described above are being offered by Conexant pursuant to a registration
statement on Form S-3 previously filed with and declared effective by the Securities and Exchange
Commission (SEC). This press release is for informational purposes only and does not constitute an
offer to sell or a solicitation of an offer to buy the securities of Conexant described herein. The
offering may be made only by means of
a prospectus supplement and the prospectus relating to the offering, copies of which may be
obtained, when available, from Goldman, Sachs & Co., Attention: Prospectus Department, 85 Broad
Street, New York, New York 10004, by telephone at (866) 471-2526, or via email at
prospectus-ny@ny.email.gs.com.
About Conexant
Conexants comprehensive portfolio of innovative semiconductor solutions includes products for
imaging, audio, embedded modem, and video surveillance applications. Conexant is a fabless
semiconductor company headquartered in Newport Beach, California.
Safe Harbor Statement
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: This release
includes forward-looking statements intended to qualify for the safe harbor from liability
established by the Private Securities Litigation Reform Act of 1995. These forward-looking
statements generally can be identified by phrases such as Conexant or its management believes,
expects, anticipates, foresees, forecasts, estimates or other words or phrases of
similar import. All such forward-looking statements are subject to certain risks and uncertainties
that could cause actual results to differ materially from those in the forward-looking statements.
These risks and uncertainties include, but are not limited to, our ability to successfully complete
the tender offer, as well as other risks and uncertainties, including those detailed from time to
time in our Securities and Exchange Commission filings.
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Conexant is a registered trademark of Conexant Systems, Inc.