Private equity consortium to pay $17.6B for Freescale

Sept. 22, 2006

Freescale Semiconductor, Inc. has entered into a definitive merger agreement to be acquired by a private equity consortium.

Freescale Semiconductor, Inc. (www.freescale.com) has entered into a definitive merger agreement to be acquired by a private equity consortium led by The Blackstone Group (www.blackstone.com) and including The Carlyle Group (www.carlyle.com), Permira Funds (www.permira.com) and Texas Pacific Group (www.texaspacificgroup.com). The transaction has a total equity value of $17.6 billion.

Under the terms of the agreement, the consortium will acquire all of the outstanding Class A and Class B shares of Freescale for $40 per share in cash, representing a premium of approximately 36% over Freescale's average closing share price during the 30 trading days ended September 8, 2006. The board of directors of Freescale has unanimously approved the merger agreement and resolved to recommend that Freescale's stockholders adopt the agreement.