Filed by Alpha Industries, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
Commission File Number: 001-05560
Subject Company: Alpha Industries, Inc.
Alpha Industries will file a proxy statement/prospectus and other relevant
documents concerning the proposed merger of Conexant Systems, Inc.'s wireless
business with and into Alpha Industries with the SEC. Investors and security
holders are advised to read the proxy statement/prospectus and other relevant
documents filed by Alpha Industries with the SEC regarding the proposed merger
referenced in the foregoing information when they become available because
they will contain important information. Investors and security holders may
obtain a free copy of the documents regarding the proposed merger (when
available) and other documents filed by Alpha Industries at the SEC's web site
at www.sec.gov. The documents regarding the proposed merger and such other
documents may also be obtained from Alpha Industries directing such request to
Alpha Industries, Inc., Attn: Paul E. Vincent, 20 Sylvan Road, Woburn, MA,
01801.
Alpha Industries and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Alpha Industries'
shareholders. A list of the names of the directors and executive officers and
descriptions of their interests in Alpha Industries is contained in Alpha
Industries' proxy statement dated July 30, 2001, which is filed with the SEC
and will also be included in future proxy statements filed with the SEC.
Shareholders may obtain additional information about the interest of the
directors and executive officers in this transaction by reading the proxy
statement/prospectus when it is available.
THE FOLLOWING IS THE PRESS RELEASE DISSEMINATED BY ALPHA INDUSTRIES ON
JANUARY 16, 2002
FOR FURTHER INFORMATION CONTACT:
Paul Vincent, Chief Financial Officer
Alpha Industries, Inc
(781) 935-5150 Ext. 4438
ALPHA REPORTS FISCAL 2002 THIRD QUARTER FINANCIAL RESULTS
Company Meets Previous Financial Guidance, Ramps Production of InGaP Power
Amplifier Modules and Advances on Plan for Integration with
Conexant's Wireless Business
WOBURN, Mass. - January 16, 2002 -- Alpha Industries (Nasdaq: AHAA) today
reported financial results for the fiscal 2002 third quarter ended December
30, 2001.
Net sales for the third quarter of fiscal 2002 were $33.1 million, compared
with $33.0 million in the second quarter of fiscal 2002 and $78.7 million for
the comparable period a year earlier. The adjusted net loss for the third
quarter was $1.9 million, or $0.04 per diluted share, compared with a net loss
of $2.6 million, or $0.06 per share, in the second quarter of fiscal 2002 and
net income of $11.6 million, or $0.26 per diluted share for the third quarter
a year ago. The adjusted net loss for the third quarter of fiscal 2002
excludes transaction costs of $2.1 million for expenses related to Alpha's
previously announced merger with the wireless business of Conexant Systems,
Inc. (Nasdaq: CNXT).
"We are pleased that we achieved our third-quarter financial guidance with a
significant improvement in our bottom-line results," said David Aldrich,
Alpha's president and CEO. "Equally significant, our InGaP HBT power amplifier
module ramp exceeded our expectations. We shipped more than 300,000 power
amplifier modules during the quarter, with yields of greater than 90 percent.
These results rivaled the yields for our mature MESFET and PHEMT products.
Finally, we are moving forward with preparations for integrating Alpha and
Conexant's wireless business."
Alpha/Conexant Merger
On December 17, 2001, Alpha and Conexant announced the signing of a definitive
agreement that will combine Conexant's wireless business with Alpha to create
the pure-play world leader in radio frequency (RF) and complete semiconductor
system solutions for mobile communications applications. Combining the
wireless technology and product portfolios of the two companies will uniquely
position the new entity to drive the evolution of RF integration for all major
air interfaces, including CDMA and GSM, and complete semiconductor and
software solutions for advanced 2.5G and 3G applications.
"As we begin the March quarter, our plans for integrating Alpha and Conexant's
wireless business are moving forward," Aldrich said. "We expect to be prepared
to operate the business as a single combined entity upon closure of the
merger, which we anticipate will take place during the second quarter of
calendar 2002. This merger of two highly complementary wireless businesses
will create a new company that will boast the industry's broadest technology
capability, most complete product offering, and most extensive base of
wireless OEM customers."
Other Recent Highlights
|X| A key InGaP HBT power amplifier design win resulted in production orders
from a top-tier wireless handset OEM for Alpha's newly introduced AP134
module. The new product will be used to provide RF functionality for GSM, PCS
and DCS bands in both standard and GPRS modes on a variety of this customer's
handset platforms. Alpha expects AP134 orders for these platforms to generate
sales in excess of $20 million in calendar 2002. These orders arrived just six
months after Alpha introduced the AP134, and dramatically extend the Company's
penetration into the handset module market.
|X| Alpha increased its penetration of a leading European wireless handset
OEM, receiving multiple orders from this customer and ramping production of
GaAs ICs and other components in volume for multiple new handset platforms.
The phones, which are being sold in the Americas, feature between two and four
Alpha products per handset in the TDMA and CDMA air interface standards. Among
the products ordered were ultra-linear MMIC switches and control circuits
based on multiple-gate PHEMT technology. These ICs handle high power with high
linearity and extremely low insertion loss, and are just one part of the new
generation of low loss, low positive voltage (0 to 2.75V) products based on
Alpha's PHEMT technology. Orders for these platforms are expected to generate
between $5 million and $10 million in sales for Alpha in calendar 2002.
|X| Fueled by growth in the WLAN (wireless local area networking) market,
Alpha began production of its new family of ultra-linear GaAs switches for
802.11b chipsets used in small office, enterprise and home applications. Total
orders for Alpha's high-performance GaAs switches used in WLANs reached 3
million units during the third quarter of fiscal 2002. The increase was driven
by strategic design references with a number of companies including the
industry's leading provider of 802.11b chipsets. In addition, Alpha introduced
a new 5.8 GHz transceiver chipset, featuring a power amplifier, low-noise
amplifier and GaAs switch, for 802.11a applications. Alpha expects to see
accelerating revenue from this market beginning in calendar 2002.
Market Conditions and Alpha's Business Outlook
"The wireless handset business is forecasted to be seasonally slow during the
March quarter," Aldrich said. "In addition, handset sell-through for the
December quarter appears to be coming in lower than the majority of our
customers had anticipated. As a result, current levels of inventory in the
channel are slightly higher than expected. Based on our customer inputs and
channel checks, however, we believe these inventories will be eliminated by
the end of the March quarter. It is also most encouraging to see Alpha's InGaP
HBT power amplifier modules and other new products ramping very successfully
as the March quarter begins."
"Although our visibility into the March quarter is somewhat limited, we expect
that Alpha's new product ramp and gains in market share will enable us to
avoid the seasonal wireless downturn. Therefore, we expect our total net sales
and operating results for the March quarter to be similar to the levels
reported for the December quarter. Furthermore, we will maintain our
aggressive investment in R&D while we continue to manage our cost structure to
position Alpha for growth in subsequent quarters."
Conference Call
Alpha will discuss its third-quarter fiscal 2002 financial results with
investors in a conference call that will be broadcast at 5:15 p.m. (ET) today,
January 16, 2002. Investors also can hear the call live by dialing (719)
457-2625. A replay of the call will be available from 8:15 p.m. (ET) January
16 through midnight (ET) Wednesday, January 23. The replay phone number is
(719) 457-0820. Please refer to confirmation code 564316.
Alpha also will provide a live audio Webcast of the call. Investors who want
to listen to the Webcast should log on to the investor relations section of
Alpha's Web site, www.alphaind.com, at least 15 minutes prior to the event's
broadcast. Then, follow the instructions provided to assure that the necessary
audio applications are downloaded and installed. The call will be archived on
the Web site for two weeks.
About Alpha
Alpha Industries is a leading provider of RF integrated circuit-based
solutions, including semiconductors and ceramic components, for the broadband
and wireless communications markets. Alpha's GaAs and silicon switches, power
amplifiers and discrete semiconductors are used by the world's leading
broadband, infrastructure and wireless communications companies to enhance the
speed, quality and performance of voice, data and video. The Company's Alpha
Integration Platform(TM) (aiIP(TM)) is a breakthrough manufacturing, packaging
and design technique that reduces design complexity and improves the OEM's
overall time to market for new products. For more information, please visit
Alpha's Web site, www.alphaind.com.
Safe Harbor Statement - Except for historical information, this release
contains forward-looking statements. These statements reflect the Company's
current expectations and predictions of future results, accomplishments,
intentions and other matters, all of which are inherently subject to risks and
uncertainties. The Company's actual results may differ materially from those
anticipated in the Company's forward-looking statements, based on various
factors. Such factors include, but are not limited to: variations in projected
financial results for the fourth quarter of FY 2002 and fiscal year 2002,
expected benefit, timing and success of the Company's product development
efforts, Alpha's ability to maintain and improve product yields, to
participate in new wireless interface standards and applications, and to
develop and market new products and technologies, the timing and extent of
recovery in Alpha's markets, the success of Alpha's various strategic
relationships, Alpha's ability to predict customer orders, the
disproportionate impact of Alpha's business relationships with its larger
customers, erosion of selling prices or margins, modification of Alpha's plans
or intentions, and market developments, competitive pressures and changes in
economic conditions that vary from Alpha's expectations. As well, additional
factors relate to the proposed merger of Alpha with the wireless
communications business of Conexant Systems Inc., including but not limited to
the following: the expected benefits and timing of the merger, Alpha's ability
to successfully integrate the merged businesses, operations, personnel and
customers, and Alpha's ability to accurately forecast the financial results
and prospects of the post-merger enterprise. Additional information on these
and other factors that may cause actual results and the Company's performance
to differ materially is included in the Company's periodic reports filed with
the SEC, including but not limited to the Company's Form 10-K for the year
ended April 1,2001 and subsequently filed Forms 10-Q. Copies may be obtained
by contacting the Company or the SEC. The Company cautions readers not to
place undue reliance upon any forward-looking statements, which speak only as
of the date made. The Company does not undertake or accept any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statement to reflect any change in the Company's expectations
or any change in events, conditions or circumstance on which any such
statement is based.
Financial Statements follow:
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(unaudited)
(in thousands, except per share data)
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
Third Quarter Ended
----------------------------------------------------------------
Dec. 30, Merger- Dec. 30, 2001 Dec. 31,
(with
related merger-related
2001 Expenses(1) expenses) 2000
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
Net sales $ 33,090 $ -- $ 33,090 $ 78,684
Cost of sales 21,935 -- 21,935 42,326
Research and development expenses 9,557 -- 9,557 9,534
Selling and administrative expenses 5,546 -- 5,546 11,405
Merger-related expenses -- 2,128 2,128 --
----------- ----------- ----------- -----------
Operating (loss) income (3,948) (2,128) (6,076) 15,419
Interest expense (7) -- (7) (16)
Interest income and other, net 1,188 -- 1,188 2,143
----------- ----------- ----------- -----------
(Loss) income before income taxes (2,767) (2,128) (4,895) 17,546
(Credit) provision for income taxes (913) (702) (1,615) 5,966
------------ ----------- ------------ -----------
Net (loss) income $ (1,854) $ (1,426) $ (3,280) $ 11,580
============ ============ ============ ===========
Net (loss) income per share basic $ (0.04) $ (0.03) $ (0.07) $ 0.27
=========== ========== =========== ==========
Net (loss) income per share diluted $ (0.04) $ (0.03) $ (0.07) $ 0.26
=========== ========== =========== ==========
Weighted average common shares basic 44,162 -- 44,162 43,147
=========== =========== =========== ===========
Weighted average common shares diluted 44,162 -- 44,162 44,784
=========== =========== =========== ===========
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
Nine Months Ended
----------------------------------------------------------------
----------------------------------------------------------------
Dec. 30, Merger- Dec. 30, 2001 Dec. 31,
(with
related merger-related
2001 Expenses(1) expenses) 2000
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
Net sales $ 98,312 $ -- $ 98,312 $ 217,573
Cost of sales 67,718 -- 67,718 117,930
Research and development expenses 29,266 -- 29,266 26,243
Selling and administrative expenses 18,317 -- 18,317 32,146
Merger-related expenses -- 2,128 2,128 1,786
----------- ----------- ------------ ------------
Operating (loss) income (16,989) (2,128) (19,117) 39,468
Interest expense (36) -- (36) (54)
Interest income and other, net 4,546 -- 4,546 6,022
----------- ----------- ------------ ------------
(Loss) income before income taxes (12,479) (2,128) (14,607) 45,436
(Credit) provision for income taxes (4,118) (702) (4,820) 15,448
------------ ----------- ------------- ------------
Net (loss) income $ (8,361) $ (1,426) $ (9,787) $ 29,988
=========== ============ ============ ============
Net (loss) income per share basic $ (0.19) $ (0.03) $ (0.22) $ 0.70
=========== ========== =========== ===========
Net (loss) income per share diluted $ (0.19) $ (0.03) $ (0.22) $ 0.67
=========== ========== =========== ===========
Weighted average common shares basic 43,933 -- 43,933 42,882
=========== =========== ============ ============
Weighted average common shares diluted 43,933 -- 43,933 44,760
=========== =========== ============ ============
(1) Expenses related to Alpha's merger with the wireless business of Conexant
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
COMPARATIVE BALANCE SHEET
(unaudited)
(in thousands)
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
Dec. 30, April 1,
2001 2001
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
Assets
Current assets
Cash, cash equivalents and short-term investments $ 129,510 $ 153,784
Accounts receivable, net 27,112 36,984
Inventories 10,223 15,661
Prepaid expenses and other current assets 19,398 13,572
Property, plant and equipment, less accumulated
depreciation and amortization 131,359 114,196
Other assets 7,302 2,822
----------- ------------
Total assets $ 324,904 $ 337,019
=========== ============
Liabilities and Equity
Current liabilities
Current portion of long-term debt $ 129 $ 129
Accounts payable 12,185 20,820
Accrued liabilities and other current liabilities 7,450 10,764
Long-term debt 139 235
Other long-term liabilities 5,203 5,893
Stockholders' equity 299,798 299,178
----------- ------------
Total liabilities and equity $324,904 $ 337,019
======== ============