Freescale Completes Acquisition of SigmaTel, Inc.

AUSTIN, Texas—(BUSINESS WIRE)—April 30, 2008— Freescale Semiconductor, a privately held, global leader in the design and manufacture of embedded semiconductors has completed its acquisition of SigmaTel, Inc., paying $3 per outstanding share of SigmaTel stock representing approximately $110 million in cash.

SigmaTel's analog and mixed-signal IC technologies complement our successful portfolio of i.MX multimedia applications processors and position our multimedia business as a key growth driver for Freescale, said Rich Beyer, chairman of the board and chief executive officer for Freescale Semiconductor. With this acquisition, Freescale enhances its technology and talent enabling us to provide our customers worldwide with one of the broadest, most feature rich multimedia portfolios on the market.

Leveraging the strength of its analog-intensive, mixed-signal technology into its highly integrated ICs, SigmaTel has established a strong presence in a range of consumer electronics markets, including portable media players, digital televisions and consumer audio devices. The company has been especially successful in penetrating mid-range consumer electronics spaces due in part to a strong presence in the Asia Pacific region.

SigmaTels technology and talent will merge with Freescales Multimedia Applications Division, which reports to Lynelle McKay, senior vice president and general manager of the companys Networking and Multimedia Group. Freescale will now begin incorporating SigmaTel employees into its engineering, marketing and sales organizations worldwide.

The portable digital multimedia market is one of the fastest growing markets for semiconductor solutions. With 2007 shipments in excess of 215 million units, portable media players (PMPs) continue to dominate the portable consumer electronics (CE) device market and are expected to continue growth in excess of 15 percent per year, according to In-Stat ( In addition to PMPs, one of the hottest consumer products in 2007 was the personal navigation device (PND), a sophisticated portable device that combines stored map data with location data derived from a built-in global positioning system (GPS) satellite receiver. In-Stat predicts worldwide unit shipments for PNDs will grow from 14 million units in 2006 to approximately 56 million units in 2011.

Freescale now maintains one of the industrys most comprehensive portfolios of embedded processors based on ARM® core technology for portable consumer and automotive infotainment markets. This product lineup spans from high performance i.MX multifunction applications processors to highly integrated devices enabling consumer devices at aggressive price points.

Acquisition details

Trading in SigmaTels stock has been halted as of today. SigmaTel will be delisted from the NASDAQ exchange and trading of its stock will be suspended promptly after the closing. Under the terms of the merger agreement entered into on February 3, 2008 and adopted by SigmaTels stockholders at a special meeting on April 21, 2008, SigmaTels stockholders (with certain exceptions set forth in the merger agreement) are entitled to receive $3 in cash, without interest, for each share of SigmaTel common stock that they hold.

As soon as practicable, a paying agent appointed by Freescale will mail a letter of transmittal and instructions to all SigmaTel stockholders of record. The letter of transmittal and instructions will contain information on how to surrender SigmaTel common stock in exchange for the merger consideration, without interest and less any applicable withholding tax. Stockholders of record should be in receipt of the letter of transmittal before surrendering their shares. For more information about this transaction please visit

Caution Regarding Forward-looking Statements

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words such as expects, anticipates, plans, believes, estimates, will or words of similar meaning and include statements regarding the plans and expectations for the future. The forward-looking statements contained in this press release include statements about the conduct of Freescale after the transaction. Forward-looking statements are based on management's current expectations and assumptions, which are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and could cause actual outcomes to differ materially from the expectations of Freescale and its management. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: risks associated with the diversion of our managements attention from our existing business to integrate SigmaTels operations and personnel; potential negative impacts on our operating results during the integration process; our possible inability to achieve the intended objectives of the transaction; costs and potential litigation associated with the transaction, and the risk factors discussed from time to time by the company in reports filed with the Securities and Exchange Commission. We urge you to carefully consider the risks which are described in Freescale's and SigmaTels filings with the Securities and Exchange Commission (including Freescales and SigmaTels filings on Forms 10-K, 10-Q and 8-K). Freescale undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise.

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