Rule 425
Filer: Alpha Industries, Inc.
Subject Company: Alpha Industries, Inc.
Subject Company's Exchange Act File No. 1-5560
ALPHA INDUSTRIES, INC.
TO ACQUIRE NETWORK DEVICE, INC.
ACQUISITION ADDS ADVANCED GAAS FAB, HBT DESIGN CAPABILITIES
AND WEST COAST PRESENCE
WOBURN, MASSACHUSETTS, February 11, 2000 - Alpha Industries (NASDAQ:AHAA)
today announced it has signed a definitive agreement to acquire
privately-held Network Device, Inc. of Sunnyvale, California. Network
Device provides advanced technology gallium arsenide (GaAs) IC design and
fabrication, especially heterojunction bipolar transistor (HBT), to the
rapidly-growing markets for wireless telephones and other wireless
technologies.
Tom Leonard, chief executive officer and vice chairman of Alpha, stated,
"We are extremely pleased that Network Device is joining Alpha. With the
addition of their world-class technologies and impressive capabilities,
Alpha will become an even stronger force in the market for wireless
semiconductors. This acquisition is an important step forward for Alpha."
David Aldrich, Alpha's president and chief operating officer, commented,
"Network Device is going to be an important element in our long-term
strategy to increase Alpha's share of the wireless market. The company
brings valuable advanced process capabilities, especially for
high-efficiency HBT power amplifiers in wireless telephone handsets.
Network Device's GaAs InGaP HBT process is production-ready, and they are
already producing PHEMT and MESFET semiconductors.
Aldrich continued, "Network Device has capacity available today, and we
will increase their output significantly, positioning us to meet
rapidly-growing market demand, both in the short and long-term. By
balancing production between Network Device's fab and our recently expanded
fab in Massachusetts, we will be able to accelerate conversion of our fab
to six-inch GaAs wafers, which will more than double its production
capability. Network Device's fab has already been qualified as a second
source for some of Alpha's highest-volume RF IC products, and having fabs
in two locations will make Alpha more attractive to major handset OEMs who
are beginning to require this dual-fab capability.
Dr. Ding Day, president and chief executive officer of Network Device,
stated, "We are very pleased to join Alpha. HBT has emerged as a critical
GaAs process technology and we are focused on ensuring that Alpha will have
the next-generation HBT GaAs products for wireless, fiber-optics and
high-speed networking markets. We are bringing to the union of Alpha and
Network Device a skilled and productive work force that includes
twenty-three engineers, nine of whom hold PhDs. Network Device will form
the nucleus of a West Coast design center for Alpha, giving the company
access to the region's top engineers in RF semiconductor technologies. We
look forward to playing an important role in Alpha's strategy to extend its
leadership in the GaAs IC marketplace."
Terms of the Acquisition
Under the terms of the acquisition, the number of shares of Alpha common
stock to be exchanged for all outstanding shares and options of Network
Device will be determined by a formula based on an average closing price
for a specified period prior to the closing of the transaction. At
yesterday's closing price, the number of Alpha shares to be issued pursuant
to the acquisition agreement would be approximately 1.20 million, currently
valued at approximately $141 million. The acquisition will be accounted for
as a pooling of interests and is expected to be completed in the first half
of Alpha's fiscal year 2001. The holders of a majority of the outstanding
shares of Network Device have signed agreements to vote in favor of the
acquisition. The acquisition of Network Device has been approved by the
board of directors of both companies and is subject to various closing
conditions, including approval under the Hart-Scott-Rodino Antitrust
Improvements Act.
Conference Call
Alpha will conduct a conference call today, February 11, 2000, at 10:00 am
EST, to discuss and answer questions about the planned acquisition. An
audio live broadcast and replay of the conference call will be available
over the Internet, at www.alphaind.com.
About Alpha Industries
Alpha Industries designs, develops, manufactures and markets proprietary
radio frequency, microwave frequency and millimeter wave frequency
integrated circuits and discrete semiconductors for wireless voice and data
communications. The primary applications for Alpha's products include
wireless handsets for cellular and personal communications services, or
PCS. Alpha also produces integrated circuits, discrete components and
ceramic resonators and ferrites used in wireless base station equipment,
cable television, wireless local loop, wireless personal digital assistants
and wireless local area networks. Additional information is available at
Alpha's Website - www.alphaind.com.
About Network Device
Network Device was founded in 1996 as an independent GaAs foundry with
expertise in GaAs process and other advanced semiconductor technologies.
Its proprietary GaAs HBT process and other technologies have already placed
it among the leading GaAs foundries servicing the fast-growing wireless
device markets.
Documents Relevant to the Acquisition
Investors are urged to read documents relevant to the acquisition described
in this announcement that are filed with or that will be filed with the
U.S. Securities and Exchange Commission or the Secretary of State of the
State of California, because they contain important information about the
acquisition. You can obtain the relevant documents that are filed with the
Securities and Exchange Commission for free on the Securities and Exchange
Commission's web site at http://www.sec.gov or from the company. You can
request copies of such documents by calling James Nemiah at (617) 824-4404
or writing to: Alpha Industries, Inc., 20 Sylvan Road, Woburn, MA 01801,
ATTN: James Nemiah.
Safe Harbor Statement
Except for the historical information contained herein, this news release
contains forward-looking statements which are inherently subject to risks
and uncertainties. The Company's actual results could differ materially
from those stated or implied in the Company's forward-looking statements
due to various factors, including without limitation: failure to consummate
or delays in consummating the proposed transaction, difficulties in
integrating new businesses or developments into the company or increasing
capacity as planned, cancellation or deferral of customer orders,
dependence on a small number of large customers, difficulties in the timely
development and market acceptance of new products, market developments that
vary from the current public expectations concerning the growth of wireless
communications, difficulties in manufacturing new or existing products in
sufficient quantity or quality, increased competitive pressures, decreasing
selling prices for the Company's products, or changes in economic
conditions. Further information on factors that could affect the Company's
performance 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 March 28, 1999, subsequent Forms 10-Q and the other reports filed by
the Company from time to time with the SEC. The Company cautions readers
not to place undue reliance upon any such forward-looking statements, which
speak only as of the date made. The Company expressly disclaims any
obligations or undertaking to release publicly any updates or revisions to
any such statements to reflect any change in the Company's expectations or
any change in events, conditions or circumstance on which any such
statement is based.
