Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - RF MONOLITHICS INC /DE/ | d333390d8k.htm |
| EX-99.2 - EMPLOYEE MEETING SCRIPT - RF MONOLITHICS INC /DE/ | d333390dex992.htm |
 Employee Meeting
April 13, 2012
Exhibit 99.1 |
 April 13, 2012
RFM Signed Definitive Agreement
to be Acquired by
Murata Electronics North America |
 Press
Release went out this morning Details of Release
All cash transaction, which includes:
•
$1.78/Share + Debt + Transaction Costs
Primary interest for Murata:
•
Access to Medical and Industrial markets and customers
•
Immediate increase in technology and products in the
wireless solutions area
•
Ability for a smaller entity to quickly adjust and build
market share
Targeting to close transaction in the third calendar
quarter of 2012
Announcement Details
Confidential & Proprietary RF Monolithics, Inc. |
 Murata Electronics North America is a wholly owned
subsidiary of:
Murata Manufacturing Co., Ltd. (TYO:6981)
•
Employees: 35,643 (22,009 in Japan / 13,634 Overseas)
•
Subsidiaries: 68 (23 in Japan / 45 Overseas)
US Headquarters: Smyrna, GA
Murata Americas Overview
Confidential & Proprietary RF Monolithics, Inc. |
 Americas
Network Boston, Massachusetts
Chicago, Illinois
Kokomo, Indiana
Detroit, Michigan
Newark, New Jersey
Murata Electronics North America, Inc. Headquarters
Rockmart Distribution Center
Murata World Comercial
Ltda.
SyChip, L.L.C.
Austin, Texas
San Diego, California
Dallas, Texas
San Jose, California
México
Silicon Valley, California
Orange County, California
Oak Ridge, North Carolina
Sao Paulo
Colorado
Pennsylvania
Regional Head Office
Sales and Development Plant
Sales Office
Confidential & Proprietary RF Monolithics, Inc. |
 Murata
Manufacturing Overview (80JPY = $1) $
7.725B $ 670M
Confidential & Proprietary RF Monolithics, Inc. |
 Acquisition of a company that’s well known with very
complementary technology and channels to market
Faster time to market through acquisition of technology,
customers and company resources versus organic
growth
Combined, Murata can now offer broadest range of
wireless solutions available in the market.
Leverage RFM’s brand equity and relationships in the
Medical and M2M markets
Benefits to Murata
Confidential & Proprietary RF Monolithics, Inc. |
 Initial comments from Murata:
Direction is to leverage synergies among Murata, SyChip and
RFM
No change in RFM sales channels
RFM brand will remain
Benefits are expected to be equivalent going forward
Dallas and Duluth office locations are expected to
remain
Initial High-Level Integration Strategy
Confidential & Proprietary RF Monolithics, Inc. |
 Premium for Shareholders
It is business as usual until the transaction is
closed
Focus needs to be on Q3 and closing the next 7
weeks strong
Full speed ahead on all continual improvement
programs
Summary
Confidential & Proprietary RF Monolithics, Inc. |
 Cautionary Statements Regarding Forward-Looking Information
Confidential & Proprietary RF Monolithics, Inc. Certain statements
contained in this communication contain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements include statements
regarding the intent, belief or current expectations of RF Monolithics, Inc., a Delaware
corporation (the “Company”) and members of its management team, as well as the
assumptions on which such statements are based, and generally are identified by the use of words such as
“anticipates,” “believes,” “estimates,” “expects,”
“forecasts,” “intends,” “may,” “plans,” “projects,” “seeks,” “should,” “targets,”
“will,” or similar expressions. Forward-looking statements involve assumptions,
estimates, expectations, forecasts, goals, projections, risks and uncertainties.
Forward-looking statements are not guarantees of future performance and involve risks and
uncertainties that actual results may differ materially from those contemplated by such forward-looking statements. Many
of these factors are beyond the Company’s ability to control or predict. Such factors include,
but are not limited to, any conditions imposed in connection with the proposed merger
transaction (the "Merger"), approval of that certain Agreement and Plan of Merger, dated
as of April 12, 2012 among the Company, Murata Electronics North America, Inc., a Texas corporation
(“Parent”), and Ryder Acquisition Company, Limited, a Delaware corporation and a
wholly-owned subsidiary of Parent (the "Merger Agreement") by the Company’s
stockholders, the satisfaction of various other conditions to the closing of the Merger
contemplated by the Merger Agreement, the outcome of any legal proceedings that may be instituted
against the Company related to the Merger Agreement, risks related to economic conditions as
relate to the Company’s customer base, the collection of receivables from the
Company’s customers who may be affected by economic conditions, the highly competitive
market in which the Company operates, rapid changes in technologies that may displace products sold by
the Company, declining prices of products, the Company’s reliance on distributors, delays
in product development efforts, uncertainty in consumer acceptance of the Company’s
products, changes in the Company’s level of sales or profitability, manufacturing and
sourcing risks, availability of materials, cost of components for the Company’s products, product
defects and returns, and other factors discussed in the Company’s Annual Report on Form
10-K for the fiscal year ended August 31, 2011 filed with the Securities and Exchange
Commission (the “SEC”), and in all filings made by the Company with the SEC subsequent to the
filing of the Form 10-K. These risks and uncertainties should be considered in evaluating any
forward-looking statements contained herein. These risks, as well as other risks associated
with the Merger, will be more fully disclosed in the proxy statement that will be filed with
the SEC in connection with the Merger. Additional risks and uncertainties are identified and
discussed in the Company’s reports filed with the SEC and available at the SEC’s website
at Each forward-looking statement speaks only as of the date of the particular
statement and the Company does not undertake any obligation to update or revise such
forward-looking statements, whether as a result of new information, future events or
otherwise.
www.sec.gov. |
 Additional Information and Where to Find It
In connection with the proposed Merger and required stockholder approval, the
Company will file a proxy statement with the SEC and will deliver the proxy
statement to its stockholders. Investors and security holders are advised to read
carefully and in their entirety the proxy statement and other relevant materials
when they become available because such materials will contain important
information about the Company and the proposed Merger. Investors and security
holders
may
obtain
free
copies
of
these
documents
(when
they
are
available)
and
other
documents
filed
with
the
SEC
at
the
SEC’s
website
at
www.sec.gov.
In
addition,
the
documents
filed
by
the
Company
with
the
SEC
may
be
obtained
free
of
charge
by
contacting
the
Company
at
Corporate
Secretary,
RF
Monolithics,
Inc.,
4441
Sigma Road, Dallas, Texas 75244. The Company’s filings with the SEC are also
available on our website at www.rfm.com.
Participants in the Solicitation
The Company and its directors, executive officers and other members of its
management and employees may be deemed to be participants in the
solicitation of proxies from the Company’s stockholders with respect to the proposed
Merger. Information regarding the interests of the Company’s participants in
the solicitation and their ownership of the Company’s common stock is,
or will be, set forth in the Company’s proxy statements and Annual Reports on Form 10-K,
previously filed with the SEC, and in the preliminary and definitive proxy
statement related to the proposed Merger, which
will
be
filed
with
the
SEC.
Investors
and
security
holders
may
obtain
more
detailed
information regarding the
direct and indirect interests of the Company and its officers and directors in the
proposed Merger by reading the proxy statement regarding the proposed Merger
when it becomes available. Investors and security holders may obtain free
copies of these documents from the Company using the contact information set forth
above. Confidential & Proprietary RF Monolithics, Inc. |