Qualcomm Incorporated (Nasdaq: QCOM), a leading developer and innovator of Code Division Multiple Access (CDMA) and other advanced wireless technologies, and Flarion Technologies, a pioneer and leading developer of Orthogonal Frequency Division Multiplex Access (OFDMA) technology and the inventor of FLASH-OFDM® technology for mobile broadband Internet protocol (IP) services, announced that on January 13, 2006 the Antitrust Division of the United States Department of Justice terminated its review of the proposed merger of the two companies under the Hart-Scott-Rodino Act. The Act requires parties to certain acquisitions to notify the antitrust authorities in advance of the acquisition and to observe a waiting period to allow the antirust agencies to determine whether to object to the transaction. The termination of the Antitrust Division's review of the merger means that the requirements of the Act have been satisfied, and Qualcomm and Flarion expect to close the merger in the next few days.
As previously announced, Qualcomm will pay approximately $600 million in Qualcomm stock and cash, including the assumption of options and warrants at fair value. Upon the satisfaction of certain milestones, Qualcomm may also pay an additional $205 million in the form of cash and Qualcomm stock.
Headquartered in Bedminster, N.J., Flarion Technologies has developed and deployed FLASH-OFDM mobile broadband since 2000. Flarion's product line consists of the RadioRouter® base station, FLASH-OFDM modems, embedded chipsets and system software to create an end-to-end network for mobile operators (www.flarion.com).
Qualcomm Incorporated (www.qualcomm.com) is a leader in developing and delivering innovative digital wireless communications products and services based on CDMA and other advanced technologies. Headquartered in San Diego, Calif., Qualcomm is included in the S&P 500 Index and is a 2005 FORTUNE 500® company traded on The Nasdaq Stock Market® under the ticker symbol QCOM.
Except for the historical information contained herein, this news release contains forward-looking statements that are subject to risks and uncertainties, including the Company's ability to successfully design and have manufactured significant quantities of CDMA components on a timely and profitable basis, the extent and speed to which CDMA is deployed, change in economic conditions of the various markets the Company serves, as well as the other risks detailed from time to time in the Company's SEC reports, including the report on Form 10-K for the year ended September 25, 2005, and most recent Form 10-Q.
In connection with the pending transaction, on August 19, 2005 Qualcomm filed with the SEC a Registration Statement on Form S-4 containing an Information Statement for the stockholders of Flarion. Flarion stockholders can obtain the Registration Statement, the Information Statement and any other relevant filed documents for free at the SEC's Web site (www.sec.gov). These documents can also be obtained for free from Qualcomm's Investor Relations department (email: email@example.com or phone: 1-858-658-4813).