Consortium of Private Equity Firms Completes Acquisition of Freescale Semiconductor

AUSTIN, Texas–(BUSINESS WIRE)–Dec. 1, 2006–Freescale Semiconductor announced today the completion of the merger of the company with an entity controlled by a consortium of private equity funds led by The Blackstone Group and including The Carlyle Group, funds advised by Permira Advisers LLC and Texas Pacific Group.

Freescale stock will cease to trade on the New York Stock Exchange at market close today and will be delisted. Under the terms of the merger agreement entered into on September 15, 2006 and adopted by Freescale’s stockholders at a special meeting on November 13, 2006, Freescale stockholders are entitled to receive $40 in cash for each share of Freescale 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 stockholders of record. The letter of transmittal and instructions will contain information on how to surrender Freescale 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. Stockholders who hold shares through a bank or broker will not have to take any action to have their shares converted into cash as such conversions will be handled by the bank or broker.

In addition, on December 1, 2006, Freescale completed its previously announced tender offers and consent solicitations for its outstanding $350,000,000 aggregate principal amount of 6.875% senior notes due 2011 and its outstanding $500,000,000 aggregate principal amount of 7.125% senior notes due 2014, pursuant to its Offer to Purchase and Consent Solicitation Statement, dated October 23, 2006. The tender offers expired at 5:00 p.m. prevailing Eastern time on November 29, 2006.

On December 1, 2006, Freescale accepted for payment all validly tendered Notes, consisting of $349,889,000 in aggregate principal amount of the 2011 Notes, representing approximately 99.97% of the outstanding 2011 Notes, and $499,935,000 in aggregate principal amount of the 2014 Notes, representing 99.99% of the outstanding 2014 Notes. Upon acceptance, the supplemental indenture executed in connection with the consent solicitations became operative.

About Freescale Semiconductor

Freescale Semiconductor, Inc. is a global leader in the design and manufacture of embedded semiconductors for the automotive, consumer, industrial, networking and wireless markets. The company is based in Austin, Texas, and has design, research and development, manufacturing or sales operations in more than 30 countries. Freescale is one of the world’s largest semiconductor companies with 2005 sales of $5.8 billion (USD). Additional information is available at

Freescale(TM) and the Freescale logo are trademarks of Freescale Semiconductor, Inc. All other product or service names are the property of their respective owners.

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. 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. Freescale undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.