Filed by Alpha Industries, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and the Securities Exchange Act of 1934
Commission File Number: 001-05560
Subject Company: Alpha Industries, Inc.
On May 10, 2002, Alpha Industries filed with the SEC a registration
statement on Form S-4 containing a proxy
statement/prospectus-information statement regarding the proposed merger of
Conexant's wireless communications business with Alpha. Investors and
security holders are urged to read the proxy
statement/prospectus-information statement and any other relevant documents
filed by Alpha with the SEC regarding the proposed merger because they
contain, or will contain, important information about Alpha, Conexant's
wireless communications business and the merger. Investors and security
holders of Alpha may obtain a free copy of the proxy
statement/prospectus-information statement and any other relevant materials
regarding the proposed merger, and other documents filed by Alpha with the
SEC at the SEC's web site at http://www.sec.gov, on the "Investor
Relations" section of the Alpha Web site, http://www.alphaind.com or by
directing such request to Alpha Industries, Inc., Attn: Paul E. Vincent, 20
Sylvan Road, Woburn, MA, 01801.
THE FOLLOWING IS THE PRESS RELEASE DISSEMINATED BY ALPHA INDUSTRIES, INC.
ON JUNE 13, 2002.
ALPHA INDUSTRIES, INC.
20 Sylvan Road, PO Box 1044, Woburn, MA 01801
|_|Tel: (781) 935-5150|_||_|Fax: (617) 824-4564|_|www.alphaind.com
NEWS RELEASE
FOR IMMEDIATE RELEASE
================================================================================
FOR FURTHER INFORMATION:
Alpha Contact: Conexant Contact:
Paul Vincent, Chief Financial Officer Lisa Briggs, Public Relations Manager
(781) 935-5150 Ext. 4438 (949) 483-1148
ALPHA STOCKHOLDERS APPROVE MERGER TO COMBINE
WITH CONEXANT'S WIRELESS BUSINESS
WOBURN, Mass., June 13, 2002 - Alpha Industries, Inc. (Nasdaq: AHAA) today
announced that its stockholders have voted to approve the company's
proposed merger with Conexant Systems, Inc.'s (Nasdaq: CNXT) wireless
communications business. At a special meeting of stockholders held in
Bedford, Mass. this morning, Alpha received the approval of more than a
majority of the shares voted on the merger proposal.
"Today's vote represents a strong expression of confidence in the
merger," said David Aldrich, chief executive officer of Alpha, who will
become chief executive officer of the combined company. "Having completed
this milestone, we look forward to rapidly satisfying the remaining closing
conditions, completing the merger, and getting on with the business of
providing the industry's highest level of semiconductor integration for our
customers' wireless handset and infrastructure platforms."
As previously announced, Skyworks Solutions, Inc. has been
selected as the name for the new combined company. Skyworks will be the
industry's leading wireless semiconductor company focused on radio
frequency (RF) and complete semiconductor system solutions for mobile
communications. Completion of the merger is subject to satisfaction of
certain closing conditions, including receipt of a ruling by the Internal
Revenue Service that the spin-off of Conexant's wireless communications
business immediately prior to the merger will be tax-free to Conexant
stockholders. The merger is expected to close by the end of this month.
Following the closing, Skyworks shares will be traded on the Nasdaq Stock
Market under the ticker symbol SWKS.
Alpha Stockholders Approve Proposed Merger/2
Under the terms of the proposed merger, Conexant shareowners will
receive 0.351 of a share in Skyworks for each Conexant share owned.
Conexant shareholders will also continue to hold shares in Conexant after
completion of the merger. Alpha stockholders will continue to hold their
existing Alpha shares as shares in Skyworks.
For more information about Skyworks, please visit
www.skyworksinc.com.
Safe Harbor Statement
This press release contains "forward-looking statements" as
defined in the Private Securities Litigation Reform Act of 1995. Actual
results may differ materially from those projected as a result of certain
risks and uncertainties, including but not limited to those detailed from
time to time in Conexant's and Alpha's Securities and Exchange Commission
filings. Such risks and uncertainties include difficulties in integrating
Conexant's wireless communications business and Alpha's business; failure
of the spin-off of Conexant's wireless communications business and the
merger to qualify as tax-free reorganizations; and the uncertainties of
future economic and market conditions and of the demand for the Company's
products.
About Alpha
Alpha Industries produces highly integrated RF semiconductor
solutions for enhancing the speed, quality and performance of wireless
voice, data and video communications. Alpha's GaAs switches, power
amplifiers and discrete semiconductors have become reference products for
many of the world's largest manufacturers of wireless handsets, mobile data
devices, wireless infrastructure and broadband access platforms. Alpha's
strategy is to leverage its industry-leading process breadth, which
includes GaAs PHEMT, HBT, InGaP and associated RF process technologies,
into increasing levels of component integration. As a result, the Company
is winning new business for its growing line of integrated RF module
solutions, which reduce design complexity and improve the OEM's time to
market for new products. For more information, please visit Alpha's Web
site, www.alphaind.com.
Skyworks and Skyworks Solutions are trademarks or registered trademarks of
Alpha Industries, Inc. and Conexant Systems, Inc., or their subsidiaries in
the U.S. and in other countries.
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