|[June 29, 2012]
RF Monolithics Stockholders Approve Merger Agreement
DALLAS --(Business Wire)--
RF Monolithics (News - Alert), Inc. (NASDAQ: RFMI) ("RFM" or the "Company") today
announced that its stockholders have voted to approve the proposed
merger with an affiliate of Murata Electronics North America, Inc.
The merger was approved by approximately 96.8% of the Company's shares
of common stock that were voted, in person or by proxy, at the special
Upon consummation of the merger, RFM stockholders will receive $1.78 in
cash for each share of RFM common stock. The transaction is expected to
close on or around July 1, 2012.
Shortly after the closing of the merger, stockholders of record will
receive a letter of transmittal and instructions on how to submit their
certificates representing RFM common stock in exchange for the merger
consideration. Each stockholder should wait to receive such documents
before attempting to transmit any certificates.
RF Monolithics, Inc., headquartered in Dallas, Texas, is a provider of
solutions-driven, technology-enabled wireless connectivity for a broad
range of wireless applications-from individual standard and custom
components to modules for comprehensive industrial wireless sensor
networks and machine-to-machine (M2M) technology. For more information
on RF Monolithics, Inc., please visit the Company's website at www.RFM.com.
Certain statements contained herein are "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 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 risks and uncertainties
include, but are not limited to, any conditions imposed in connection
with the merger, the satisfaction of various conditions to the closing
of the merger contemplated by the Agreement and Plan of Merger, dated
April 12, 2012 (as it may be amended from time to time, the "Merger
Agreement"), among the Company, Murata Electronics North America, Inc.
and Ryder Acquisition Company, Limited, risks related to economic
conditions as they 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 (News - Alert)"), 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. 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.
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