Tsinghua Unigroup Announces Offer to Buy Spreadtrum (SPRD)

BEIJING — (Marketwired) — 06/21/13 — Tsinghua Unigroup Ltd. (“Unigroup”) today confirmed that it has made a non-binding offer to acquire Spreadtrum Communications, Inc. (NASDAQ: SPRD) (“Spreadtrum” or the “Company”) for $28.50 in cash per American Depositary Share (the “Transaction”). Spreadtrum is a leading fabless semiconductor provider in China with advanced technology in 2G, 3G and 4G wireless communications standards. The offer represents a premium of 20.1% over the closing price of the Company’s shares on June 19, 2013, the day preceding the delivery of the offer and 44.3% over the volume weighted closing price of the Company’s shares for the 30 trading days preceding the delivery of the offer.

Unigroup is an operating subsidiary of Tsinghua Holdings Co. Ltd., a solely state-owned limited liability corporation funded by Tsinghua University, one of the most prestigious universities in the world. Tsinghua Holdings owns and manages a substantial majority of the commercial assets of Tsinghua University. As of December 31st, 2012, Tsinghua Holdings had total assets of approximately 70.4 billion RMB, EBITDA of approximately 4.07 billion RMB, and net income of approximately 1.45 billion RMB for fiscal year 2012. Tsinghua Holdings’ corporate credit rating is AA+ according to CCXI, the Chinese domestic JV partner of Moody’s and the leading credit rating agency in China. Additional information about Tsinghua Holdings can be found at (http://www.thholding.com.cn/english/simpleindex.aspx).

According to the preliminary non-binding proposal letter, Tsinghua Holdings has committed to guaranteeing the aggregate purchase price, which may be funded through a combination of equity and debt financing.

Unigroup is excited about the proposed acquisition of Spreadtrum and the strategic opportunity this Transaction provides given the strength of this leading China-based business. Mr. Zhao Weiguo, the Chairman and CEO of Unigroup, commented, “We are enthusiastic about Spreadtrum’s business and market position globally and here in China, and we see Spreadtrum as an excellent strategic fit with Unigroup’s overall commercial objectives. We look forward to working together on the details of our proposed acquisition.”

Unigroup’s proposal is non-binding and is subject to, among other things, satisfactory due diligence with respect to Spreadtrum and the execution of acceptable definitive agreements. There can be no assurance that Spreadtrum will support the Transaction, that any definitive binding offer will be made by Unigroup with respect to the Transaction, that any agreement with respect to the Transaction will be executed, that any conditions, including with respect to regulatory approval, will be satisfied, or that this Transaction or any other transaction, on the proposed terms or on any other terms, will be approved or consummated. Unigroup does not undertake any obligation to provide any updates with respect to this Transaction or any other transaction, except as required under applicable law.

About Tsinghua Unigroup Ltd.

Tsinghua Unigroup Ltd. (“Unigroup”) is an operating subsidiary of Tsinghua Holdings Co. Ltd., a solely state-owned limited liability corporation funded by Tsinghua University in China. Tsinghua Holdings Co. Ltd. is the controlling shareholder of Unigroup. Unigroup’s business lines include high-technology, bio-technology, science park development, and urban infrastructure construction.

About Spreadtrum Communications, Inc.

Spreadtrum Communications, Inc. (NASDAQ: SPRD) (“Spreadtrum”) is a fabless semiconductor company that develops mobile chipset platforms for smartphones, feature phones and other consumer electronics products, supporting 2G, 3G and 4G wireless communications standards. Spreadtrum’s solutions combine its highly integrated, power-efficient chipsets with customizable software and reference designs in a complete turnkey platform, enabling customers to achieve faster design cycles with a lower development cost. Spreadtrum’s customers include global and China-based manufacturers developing mobile products for consumers in China and emerging markets around the world. For more information, visit www.Spreadtrum.com.

This press release does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any security, nor is it a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of the securities referred to in this press release in any jurisdiction in contravention of applicable law.

Tsinghua Unigroup Ltd.
Rong Chen
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