SAN JOSE, Calif.—(BUSINESS WIRE)—March 10, 2008— WJ Communications, Inc. (NASDAQ: WJCI), a leading designer and supplier of radio frequency (RF) products and solutions for the wireless infrastructure and radio frequency identification (RFID) reader markets, today announced a definitive agreement by which TriQuint Semiconductor, Inc. (NASDAQ:TQNT), a leading RF supplier to the wireless communications industry, will acquire all of the outstanding shares of WJ Communications. Under the terms of the merger agreement TriQuint will pay $1.00 per share in cash, implying a total purchase price of approximately $72 million. The Board of Directors of WJ Communications has unanimously approved the merger agreement and recommends that its stockholders approve and adopt the merger agreement, the merger and the transactions contemplated by the merger agreement.
"We have spent the last several months evaluating strategic
alternatives for the Company in order to maximize shareholder value
and accelerate the success of our products and technologies in the
global market place," commented Bruce Diamond, President and Chief
Executive Officer of WJ Communications. "We are pleased to announce
this agreement with TriQuint, which will provide our stockholders with
a substantial cash premium over the recent trading price of our stock.
Additionally, we believe the combination will drive increased scale
and efficiencies that will lead to a level of success commensurate
with our innovation and product leadership."
The cash consideration represents an 18% premium to the March 7,
2008, closing price of WJ's common stock on the NASDAQ Global Market
and a 50% premium to the average closing price for the prior thirty
The transaction has also been approved by the Board of Directors
of TriQuint and is expected to close within 90 days, subject to
approval by WJ's stockholders and other customary closing conditions.
Thomas Weisel Partners LLC is acting as exclusive financial
advisor to WJ and has rendered an opinion to the Board of Directors of
WJ Communications as to the fairness, from a financial point of view,
to WJ's stockholders of the consideration to be received by the
stockholders in the merger transaction. Shumaker, Loop & Kendrick, LLP
is serving as legal counsel to WJ.
TriQuint Semiconductor will host a conference call and Web cast
with investors today, Monday, March 10, 2008, at 10:00 a.m. Pacific
Time (1:00 p.m. Eastern Time) to discuss the transaction. Investors
and other interested parties may access the call by dialing
888-813-6582 with the Reservation ID 38668579, at least 10 minutes
prior to the start of the call. Following the live conference call a
telephone replay will be available by dialing 800-642-1687 with the
same Reservation ID.
This release contains forward-looking statements as to the timing
of the merger, satisfaction of closing conditions and future
performance. These forward-looking statements and others made by the
Company are not historical facts but rather are based on current
expectations and our beliefs. Words such as "may," "will," "expects,"
"intends," "plans," "believes," "seeks," "could" and "estimates" and
variations of these words and similar expressions are intended to
identify forward-looking statements. The Company's actual results may
differ materially from theses forward-looking statements as a result
of a number of factors including, but not limited to, the actual
timing of the closing of the merger being affected by unexpected
delays and any failure to satisfy the closing conditions to the
transaction. Other factors that could affect the Company's future
performance are as described in the Company's most recent Form 10-K
and 10-Q's and from time to time in the Company's filings with the
Securities & Exchange Commission, which are available on the SEC Web
site at www.sec.gov. Readers of this release are cautioned not to
place undue reliance on these forward-looking statements. The Company
undertakes no obligation to publicly update or revise the
forward-looking statements contained herein to reflect changed events
or circumstances after the date of this press release.
For those of you who are Stockholders of WJ Communications, Inc.
please read the information below:
Additional Information and Where to Find It
In connection with the proposed transaction, a proxy statement of
WJ Communications, Inc. and other materials will be filed with the
SEC. WE URGE INVESTORS TO READ THE PROXY STATEMENT AND THESE OTHER
MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors will be able to obtain free copies of the proxy statement
(when available) as well as other filed documents containing
information at http://www.sec.gov, the SEC's free Internet site. Free
copies of WJ Communications, Inc.'s SEC filings are also available on
its Internet site at
WJ Communications, Inc. and its executive officers and directors
may be deemed, under SEC rules, to be participants in the solicitation
of proxies from WJ Communications, Inc.'s stockholders with respect to
the proposed transaction. Information regarding the officers and
directors of WJ Communications, Inc. is included in its definitive
proxy statement for its 2007 annual meeting filed with the SEC on June
20, 2007. More detailed information regarding the special interests of
the executive officers and directors in the transaction, if any, will
be set forth in the proxy statement and other materials to be filed
with SEC in connection with the proposed transaction.
About WJ Communications
WJ Communications, Inc. is a leading provider of radio frequency
(RF) solutions serving multiple markets targeting wireless
communications, RF identification (RFID), WiMAX, and RF power
solutions. WJ addresses the RF challenges in these multiple markets
with its highly reliable amplifiers, mixers, RF integrated circuits
(RFICs), RFID reader modules, chipsets, and multi-chip (MCM) modules.
For more information visit www.wj.com or call 408-577-6200.
All trademarks used, referenced, or implicitly contained herein
are used in good faith and highlighted to give proper public
recognition to their respective owners.