Filed by Alpha Industries, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 under
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 definitive 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 definitive 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. The definitive proxy
statement/prospectus-information statement will be sent to Alpha
stockholders on or about May 14, 2002, seeking stockholder approval of the
proposed merger. Investors and security holders of Alpha may obtain a free
copy of the definitive 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 or on the "Investor Relations" section of the Alpha Web
site, http://www.alphaind.com.
Alpha and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Alpha Industries'
stockholders. A list of the names of the directors and executive officers
and descriptions of their interests in Alpha is contained in Alpha
Industries' proxy statement for its 2001 annual meeting of stockholders
filed with the SEC on July 30, 2001, and will also be included in future
proxy statements filed with the SEC. Stockholders may obtain additional
information about the interests of the directors and executive officers in
the merger by reading the definitive proxy statement/prospectus-information
statement.
THE FOLLOWING IS THE PRESS RELEASE DISSEMINATED BY ALPHA INDUSTRIES ON MAY
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 CONTACT:
Alpha Contact: Conexant Contacts:
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Paul Vincent, Chief Financial Officer or Thomas Schiller/Investor Relations
(781) 935-5150 Ext. 4438 (949) 483-4707
Lisa Briggs/Editorial
(949) 483-1148
SEC Declares Effective Registration Statement Relating to Alpha's Proposed
Merger with Conexant Wireless Communications Business
Special Meeting of Alpha Stockholders Set for June 13, 2002
Woburn, Mass. and Newport Beach, Calif., May 13, 2002 -- Alpha Industries,
Inc. (Nasdaq: AHAA) and Conexant Systems, Inc. (Nasdaq: CNXT) today
announced that the Securities and Exchange Commission declared effective on
May 10, 2002 the registration statement relating to Alpha's proposed merger
with the wireless communications business of Conexant, which was announced
on December 17, 2001.
A special meeting of Alpha stockholders to vote on the proposed merger is
scheduled for 10 a.m. Thursday, June 13, 2002, at the Renaissance Bedford
Hotel, 44 Middlesex Turnpike, Bedford, Massachusetts. Alpha stockholders of
record at the close of business on April 22, 2002 are entitled to receive
notice of and to vote at the special meeting, in person or by proxy.
In addition, Alpha and Conexant announced that they are mailing to their
respective stockholders a proxy statement/prospectus-information statement
with respect to the merger and the immediately preceding spin-off of
Conexant's wireless communications business.
Alpha and Conexant currently anticipate that the merger will be completed
in the current quarter ending June 30, 2002. In addition to approval by
Alpha stockholders, the merger is subject to receipt of a ruling by the IRS
that the spin-off of Conexant's wireless communications business
immediately prior to the merger will be tax-free to Conexant stockholders
and satisfaction of all other closing conditions.
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.
About Conexant
Conexant Systems, Inc. is a worldwide leader in semiconductor system
solutions for communications applications. Conexant leverages its expertise
in mixed-signal processing to deliver integrated systems and semiconductor
products through three separate businesses that address the wireless
communications, broadband access and Internet infrastructure markets.
Conexant's wireless communications business is focused on providing power
amplifiers, radio-frequency subsystems and complete systems solutions. The
broadband access business develops and delivers integrated solutions that
enable digital entertainment and information networks for the home and
small office. Mindspeed Technologies, the company's Internet infrastructure
business, designs, develops and sells a complete portfolio of semiconductor
networking solutions that facilitate the aggregation, transmission and
switching of data, video and voice from the edge of the Internet to linked
metropolitan area networks and long-haul networks.
Conexant, headquartered in Newport Beach, Calif., delivered revenues of
$1.1 billion for fiscal 2001. The company is a member of the S&P 500 and
Nasdaq-100 indices. To learn more, visit us at www.conexant.com or
www.mindspeed.com.
On May 10, 2002, Alpha Industries filed with the SEC a registration
statement on Form S-4 containing a definitive 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 definitive 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. The definitive proxy
statement/prospectus-information statement will be sent to Alpha
stockholders on or about May 14, 2002, seeking stockholder approval of the
proposed merger. Investors and security holders of Alpha may obtain a free
copy of the definitive 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 or on the "Investor Relations" section of the Alpha Web
site, http://www.alphaind.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 also include difficulties in integrating
Conexant's wireless communications business and Alpha's business and
failure of the spin-off of Conexant's wireless communications business to
qualify as a tax-free reorganization.
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