Published: March 10, 2010
Conexant Announces Over-Allotment Exercise and Closing of Recent Common Stock Offering
NEWPORT BEACH, Calif. - (BUSINESS WIRE) - Conexant Systems, Inc. (NASDAQ:CNXT) today announced that the
underwriters of its previously announced public offering of 14.0 million
shares of common stock exercised their over-allotment option to purchase
an additional 2.1 million shares of the company's common stock, bringing
the total shares of common stock sold to 16.1 million at a price to the
public of $4.00 per share. The offering of 16.1 million shares of common
stock, including those shares purchased upon exercise of the
over-allotment option, closed today. Net proceeds to Conexant from the
sale of the 16.1 million shares of common stock, after deducting the
underwriting discount and estimated offering expenses, were
approximately $60 million. Goldman, Sachs & Co. is the bookrunner and
Oppenheimer & Co. Inc. is the co-manager of the offering.
Conexant intends to use the net proceeds from the common stock offering,
together with the net proceeds from the placement of an aggregate of
$175 million principal amount of its 11.25% senior secured notes due
2015, which also closed today, and available cash, to repurchase its
outstanding $232 million 4% convertible subordinated notes due 2026. The
common stock and debt offerings were announced on March 3, 2010, and a
tender offer for the convertible subordinated notes commenced on that
same date. Under the terms of Conexant's previously announced tender
offer, holders of convertible subordinated notes, which are "puttable"
in March 2011, have been offered par value in cash. The tender offer is
scheduled to expire on March 30, 2010.
The securities described above are being offered by Conexant pursuant to
a registration statement on Form S-3 previously filed with and declared
effective by the Securities and Exchange Commission (SEC). This press
release is for informational purposes only and does not constitute an
offer to sell or a solicitation of an offer to buy the securities of
Conexant described herein. The offering may be made only by means of a
prospectus supplement and the prospectus relating to the offering,
copies of which may be obtained, when available, from Goldman, Sachs &
Co., Attention: Prospectus Department, 85 Broad Street, New York, New
York 10004, by telephone at (866) 471-2526, or via email at prospectus-ny@ny.email.gs.com.
About Conexant
Conexant's comprehensive portfolio of innovative semiconductor solutions
includes products for imaging, audio, embedded modem, and video
surveillance applications. Conexant is a fabless semiconductor company
headquartered in Newport Beach, California.
Safe Harbor Statement
"Safe Harbor" Statement under the Private Securities Litigation Reform
Act of 1995: This release includes forward-looking statements intended
to qualify for the safe harbor from liability established by the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements generally can be identified by phrases such as Conexant or
its management "believes," "expects," "anticipates," "foresees,"
"forecasts," "estimates" or other words or phrases of similar import.
All such forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from
those in the forward-looking statements. These risks and uncertainties
include, but are not limited to, our ability to successfully complete
the tender offer, as well as other risks and uncertainties, including
those detailed from time to time in our Securities and Exchange
Commission filings.
Conexant is a registered trademark of Conexant Systems, Inc.

Conexant Systems, Inc.
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