RFMD Merges With Sirenza

GREENSBORO, N.C. and BROOMFIELD, Colo. -- RF Micro Devices, Inc. (Nasdaq GS: RFMD),a global leader in the design and manufacture of high-performance radio systems and solutions forapplications that drive mobile communications, and Sirenza Microdevices (Nasdaq GM: SMDI), a supplierof radio frequency (RF) components, today announced they have signed a definitive merger agreement.

Highlights of the combination are:

Under the terms of the merger agreement unanimously approved by the respective boards of directors ofthe two companies, each outstanding share of Sirenza’s common stock will be exchanged for acombination of 1.7848 shares of RFMD common stock and $5.56 in cash. Outstanding options to purchaseSirenza stock will be assumed by RFMD and converted into options to purchase RFMD stock. Based onRFMD’s closing stock price on Friday, August 10, 2007, the last trading day prior to the announcement ofthe transaction, the consideration is valued at $16.64 per share, which represents a 17% premium overSirenza’s closing stock price on such date, and an offer value of approximately $900 million comprised of $300 million in cash with the balance in stock. The transaction is intended to allow all or a portion of theconsideration receivable in RFMD stock to be tax-free to Sirenza stockholders. Upon completion of thetransaction, current RFMD and Sirenza stockholders will own approximately 67 percent and 33 percent,respectively, of the combined company on a fully diluted basis.The transaction is expected to be completed in RFMD’s third fiscal quarter, ending December 29, 2007,and is subject to approval by the stockholders of both companies as well as regulatory approval. RFMDexpects the transaction to be accretive to non-GAAP EPS within six months of closing, with modestsynergies assumed.

The management teams of RFMD and Sirenza will be combined to address the expanded opportunitiescreated by the merger. Bob Van Buskirk, president and CEO of Sirenza, will relocate to North Carolina andwill lead RFMD’s new Multi-Market Products Group. Bob Bruggeworth, president and CEO of RFMD, willcontinue as president and CEO of the combined company. The post-closing board of directors of thecombined company is expected to consist of nine members from RFMD and two members from Sirenza.

“This strategic acquisition brings together two companies with leadership positions and considerableexpertise in RF systems and solutions,” said Bob Bruggeworth, president and CEO of RFMD. “It creates theworld’s largest, most diversified and best positioned RF company, with a broad set of customers and adiversified product portfolio of high performance components and systems-level solutions. The transactionwill allow RFMD to capitalize on the RF integration and systems-level design expertise we continue topioneer in the cellular world and apply those capabilities across Sirenza’s broad footprint in multiple highgrowthRF markets, including broadband/CATV, wireless infrastructure, WiMAX and aerospace anddefense. Similarly, the transaction will allow Sirenza to expand its revenue stream beyond component-levelsolutions and drive supply chain and procurement efficiencies, as a result of RFMD’s leadership in highvolumesemiconductor manufacturing. Our two businesses are highly complementary in terms ofcustomers, markets, products and manufacturing expertise, and our combination will create an RF marketleader with breadth, scale and capabilities that are unrivalled.”“We are very pleased to be announcing this transaction, which we believe clearly serves not only bestinterests of the shareholders of Sirenza, but also the interests of the shareholders of RFMD as well as thecustomers and employees of both companies,” said Bob Van Buskirk, president and CEO of Sirenza. “Wehave great potential to accelerate revenue growth and expand margins by leveraging the technology base,supply chain and leadership position RFMD has achieved. There is a tremendous opportunity to apply thehighly integrated, systems-level design expertise demanded by RFMD’s cellular handset customers to themarkets that Sirenza currently serves. RFMD and Sirenza serve customers representing a combined totaladdressable market of greater than $20 billion, and our very complementary companies can deliver more highly integrated solutions that will enhance the quality, efficiency and performance of our customers’ endproducts.”

RF Micro Devices Inc. (Nasdaq: RFMD)