Spreadtrum Communications Inc. (NASDAQ:SPRD)

SHANGHAI, Dec. 23, 2013 /PRNewswire/ -- Tsinghua Unigroup Ltd. ("Tsinghua Unigroup"), an operating subsidiary of Tsinghua Holdings Co., Ltd., a solely state-owned limited liability corporation funded by Tsinghua University in China, and Spreadtrum Communications, Inc. (NASDAQ: SPRD; "Spreadtrum" or the "Company"), a leading fabless semiconductor provider in China with advanced technology in 2G, 3G and 4G wireless communications standards, today jointly announced the completion of the approximately US$1.7 billion merger of Spreadtrum with an affiliate of Tsinghua Unigroup (the "Merger") as contemplated by the previously announced agreement and plan of merger, dated as of July 12, 2013 (the "Merger Agreement"), between Tsinghua Unigroup and Spreadtrum.

Under the terms of the Merger Agreement, which was approved by the Company's shareholders at an extraordinary general meeting held on September 4, 2013, each of the Company's ordinary shares (each, an "Ordinary Share"), including Ordinary Shares represented by American Depositary Shares, each representing three Ordinary Shares (the "ADSs"), issued and outstanding immediately prior to the effective time of the Merger, have been cancelled in exchange for the right to receive ten and one-third U.S. dollars (US$10.33) per Ordinary Share, or thirty-one U.S. dollars (US$31.00) per ADS (less US$0.05 per ADS cancellation fees), in each case in cash without interest and net of any applicable withholding taxes, except for (i) Ordinary Shares held by the Company as treasury shares, (ii) Ordinary Shares owned by holders who have validly exercised and not effectively withdrawn or lost their appraisal rights pursuant to Section 238 of the Cayman Islands Companies Law, as amended, and (iii) Ordinary Shares held by Citibank, N.A., in its capacity as ADS depositary (the "ADS Depositary"), that underlie ADSs reserved (but not yet allocated) by the Company for issuance upon the exercise of any options or settlement of any restricted share units of the Company under its share incentive plans.

Holders of Ordinary Shares of record as of the effective time of the Merger who are entitled to the Merger consideration will receive a letter of transmittal and instructions on how to surrender their share certificates in exchange for the Merger consideration. Holders of Ordinary Shares should wait to receive the letter of transmittal before surrendering their share certificates. For any questions relating to the share certificate surrender and payment procedures, holders of Ordinary Shares of record may contact Citibank, N.A., in its capacity as the paying agent (the "Paying Agent"), at 1-877-498-5424 (U.S. and Canada) or 1-781-930-4925 (outside of the U.S. andCanada). Regarding ADS holders, payment will be made to holders of ADSs after the ADS Depositary receives the Merger consideration from the Paying Agent.

"The completion of the Merger is an important milestone for Spreadtrum and the semiconductor industry in China," commentedJinghong Xu, Chairman of Tsinghua Holdings Co., Ltd. He continued, "Spreadtrum's joining Tsinghua will significantly enhance Tsinghua's position in the communications, semiconductor and technology industries.  The transaction will have a positive impact on the landscape of those industries domestically and globally. In reaching its current position, Spreadtrum has benefited greatly from investment policies available to businesses in Shanghai.  Tsinghua will continue to make investments in Shanghai, and we believe that Spreadtrum, as a member of the Tsinghua's overall industrial group, will grow even stronger in Shanghai."

Weiguo Zhao, Chairman and President of Tsinghua Unigroup, said, "We appreciate the considerable support that we have received from our government and various partners in connection with the Merger. In line with the strategic planning of Tsinghua University and Tsinghua Holdings, we look forward to working closely with Spreadtrum's outstanding management team and employees to advance the semiconductor industry in China."

"We are pleased to become a member of the Tsinghua family," commented Dr. Leo Li, Chairman and Chief Executive Officer of Spreadtrum. "With the continuing support of Shanghai, we look forward to increasing our growth by leveraging Tsinghua University's innovative resources as well as the overall advantages of Tsinghua's industrial group."

Morrison & Foerster LLP served as legal advisor, and Credit Suisse served as financial advisor, to Tsinghua Unigroup. Kilometre Capital served as strategic consultant to Spreadtrum. Fenwick & West LLP served as legal advisor to Spreadtrum, and Morgan Stanley Asia Limited served as financial advisor to the Board of Directors of Spreadtrum.  China Export and Import Bank and China Development Bank provided acquisition financing to Tsinghua Unigroup.

The Company also announced that it has requested that trading of its ADSs on the Nasdaq Global Select Market ("Nasdaq") be suspended. The Company requested Nasdaq to file a Form 25 with the United States Securities and Exchange Commission (the "SEC") to delist the Company's ADSs and deregister the Company's registered securities. The deregistration will become effective in 90 days after the filing of Form 25 or such shorter period as may be determined by the SEC. The Company intends to suspend its reporting obligations under the Securities Exchange Act of 1934, as amended, by filing a Form 15 with the SEC in 10 days. The Company's obligations to file with the SEC certain reports and forms, including Form 20-F and Form 6-K, will be suspended immediately as of the filing date of the Form 15 and will terminate once the deregistration becomes effective.

SHANGHAI, Dec. 16, 2013 /PRNewswire/ -- Spreadtrum Communications, Inc. (NASDAQ: SPRD; "Spreadtrum" or the "Company"), a leading fabless semiconductor provider in China with advanced technology in 2G, 3G and 4G wireless communications standards, today announced that it has been informed by Tsinghua Unigroup Ltd. ("Tsinghua Unigroup") that Tsinghua Unigroup has now obtained all PRC regulatory approvals required to proceed with its acquisition of Spreadtrum.

As previously announced on July 12, 2013, Spreadtrum and Tsinghua Unigroup entered into a definitive merger agreement pursuant to which the Company will become a subsidiary of Tsinghua Unigroup (the "Merger") and each American depositary share (representing three ordinary shares) will be converted into the right to receive thirty one U.S. dollars (US$31.00) in cash and each ordinary share will be converted into the right to receive ten and one-third U.S. dollars (US$10.33) in cash.

With Tsinghua Unigroup's receipt of regulatory approvals, the Merger is expected to be completed during the week commencingDecember 23, 2013, subject to the satisfaction or waiver of the conditions set forth in the merger agreement.

THIRD QUARTER 2013 FINANCIAL RESULTS:

• Revenue in 3Q13 totaled US$293.3 million, up 5.6% from US$277.8 million in 2Q13 and up 56.1% from US$187.9 million in 3Q12.
• Diluted non-GAAP net income per ADS in 3Q13 was US$0.74, compared with US$0.95 per ADS in the prior quarter and US$0.56 per diluted ADS in 3Q12.

Commenting on the third quarter 2013 results, Chairman and CEO Dr. Leo Li said, "In the third quarter we achieved a new record for revenue with growth in both single-core and dual-core chipsets for low cost smartphones. We further expanded our market reach with the launch of our WCDMA/HSPA+ smartphone chipset for the global market. This chipset is now shipping in commercially available handsets for China and overseas markets, and has been qualified by a European operator for download speeds of 21Mbps. We also began shipments of our quad-core smartphone chipset supporting both TD-SCDMA and WCDMA/HSPA+ to major handset makers, which is enabling us to serve higher value smartphone segments. In addition, our shipments of feature phone chipsets increased, and 100% of our feature phone chipsets now ship with integrated Bluetooth."

Further commenting on the financial results, Spreadtrum CFO Shannon Gao added, "In the third quarter, our gross profit and operating margin continued to improve with our top-line growth. Our inventory grew sequentially to support the expansion of our product portfolio to new 2.5G feature phone chipsets, dual-core and quad-core smartphone chipsets, WCDMA/HSPA+ and connectivity chipsets, and to prepare for fourth quarter demand for these and other products."

SHANGHAI, Sept. 4, 2013 /PRNewswire-FirstCall/ -- Spreadtrum Communications, Inc. (NASDAQ: SPRD; "Spreadtrum" or the "Company"), a leading fabless semiconductor provider in China with advanced technology in 2G, 3G and 4G wireless communications standards, today announced the results of its extraordinary general meeting of shareholders (the "EGM") held onSeptember 4, 2013 in respect of the Company's pending acquisition by Tsinghua Unigroup Ltd. ("Tsinghua Unigroup").  As previously announced on July 12, 2013, Spreadtrum and Tsinghua Unigroup entered into a definitive merger agreement (the "Merger Agreement") pursuant to which the Company will become a wholly owned subsidiary of Tsinghua Unigroup (the "Merger") and each American depositary share (representing three ordinary shares) will be converted into the right to receive US$31.00 in cash and each ordinary share will be converted into the right to receive US$10.33 in cash.

At the EGM, shareholders constituting a quorum were present in person or by proxy and approved all of the resolutions proposed in the EGM notice, which included approval of (1) the Merger Agreement, (2) the Plan of Merger required to be filed with the Registrar of Companies in the Cayman Islands to give effect to the Merger and (3) the transactions contemplated by the Merger Agreement, including the Merger.  Approximately 58% of the outstanding ordinary shares (including ordinary shares underlying outstanding American depositary shares) voted at the EGM, with approximately 99% of such voted shares voting in favor of these resolutions.

Completion of the Merger remains subject to the satisfaction or waiver of various conditions set forth in the Merger Agreement, including antitrust clearance and other PRC regulatory approvals. 

SECOND QUARTER 2013 FINANCIAL RESULTS:

• Total revenue was US$277.8 million, up 47.0% sequentially and 60.5% year-over-year (y-o-y), at the top end of the Company's previously guided range of US$270 - US$278 million.
• Gross profit was US$104.9 million, up 48.8% sequentially and 63.4% y-o-y. Gross margin was 37.8% compared to 37.3% in the prior quarter and 37.1% in 2Q12.
• Cash flow generated from operations was US$47.6 million, compared with US$17.4 million in the prior quarter andUS$16.8 million in 2Q12.
• GAAP net income was US$34.8 million, up 71.9% sequentially and 66.2% y-o-y.
• GAAP net income per basic and diluted ADS was US$0.71 and US$0.64, respectively, an increase from US$0.42 andUS$0.38, respectively, in the prior quarter and from US$0.45 and US$0.41, respectively, in 2Q12.
• Non-GAAP net income was US$51.8 million, up 95.6% sequentially and 74.8% y-o-y. Non-GAAP net income per diluted ADS was US$0.95, an increase from US$0.50 in the prior quarter and from US$0.58 in 2Q12.

Commenting on the second quarter 2013 results, Chairman and CEO Dr. Leo Li said, "In the second quarter we saw very strong demand for entry-level smartphones based on our single-core smartphone chipsets. We expect this trend to continue well into 2014 as wireless subscribers replace feature phones with their first smartphone. In the second quarter, we increased our market share in midrange handsets as well, having achieved volume shipments of our dual-core smartphone chipsets to both China and global handset makers. Further, we are now shipping our first WCDMA chipset in volume, which expands our addressable market to include global 3G devices. The adoption of this chipset by the world's largest handset maker is a validation of the product quality and maturity we are now bringing to this market segment."

Further commenting on the financial results, Spreadtrum CFO Shannon Gao added, "In the second quarter, we achieved gross margin expansion due to improvement in our product mix. We also achieved improved operating leverage with our strong top-line growth, as reflected in our non-GAAP results. Our GAAP results, however, were affected in the second quarter by non-recurring share-based compensation charges."

SHANGHAI, Aug. 5, 2013 /PRNewswire-FirstCall/ -- Spreadtrum Communications, Inc. (NASDAQ: SPRD; "Spreadtrum" or the "Company"), a leading fabless semiconductor provider in China with advanced technology in 2G, 3G, and 4G wireless communications standards, today announced that it has called an extraordinary general meeting of shareholders (the "EGM") to be held at 10 a.m., Beijing Standard Time, on September 4, 2013. The meeting will be held at Meeting Room No. 3 at Sandhill Plaza, Lane 2290, Zuchongzhi Road, Zhangjiang, Shanghai, 201203, People's Republic of China to consider and vote upon a proposal to approve and authorize the Agreement and Plan of Merger, dated as of July 12, 2013 (the "Merger Agreement"), by and among Tsinghua Unigroup Ltd. ("Parent"), a limited liability company established under the laws of the People's Republic of China, Spreadtrum Acquisition Limited, an exempted company incorporated under the laws of theCayman Islands and a wholly owned, indirect, subsidiary of Parent ("Merger Sub"), and the Company, pursuant to which the Merger Sub will be merged with and into the Company (the "Merger"), with the Company surviving as a wholly owned subsidiary of Parent, and to approve and authorize the Plan of Merger (the ''Plan of Merger'') required to be filed with the Registrar of Companies in the Cayman Islands in order to give effect to the Merger. If completed, the Merger would result in the Company becoming a privately-held company and its shares would no longer be listed on the NASDAQ Global Market. The Company's Board of Directors has determined that the Merger is advisable and fair to, and in the best interests of the Company and our shareholders and has approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, and unanimously recommends that the Company's shareholders vote to approve and authorize the Merger Agreement, the Plan of Merger, and the transactions contemplated by the Merger Agreement, including the Merger.

SHANGHAI, July 12, 2013 /PRNewswire/ -- Tsinghua Unigroup Ltd. ("Tsinghua Unigroup"), an operating subsidiary of Tsinghua Holdings Co. Ltd., a solely state-owned limited liability corporation funded by Tsinghua University in China, and Spreadtrum Communications, Inc. (NASDAQ: SPRD; "Spreadtrum" or the "Company"), a leading fabless semiconductor provider in Chinawith advanced technology in 2G, 3G and 4G wireless communications standards, today jointly announced that they have entered into a definitive merger agreement under which Tsinghua Unigroup will acquire all of the outstanding Ordinary Shares of Spreadtrum for US$31.00 per American Depositary Share (or US$10.33 per Ordinary Share, each American Depositary Share representing three Ordinary Shares). The merger values Spreadtrum's equity at approximately US$1.78 billion, on a fully diluted basis. The transaction is subject to approval by the shareholders of Spreadtrum, and antitrust and other regulatory approvals, and is not subject to any financing condition. 

The Company's Board of Directors unanimously approved the merger agreement and recommends that the Company's shareholders vote to approve the merger agreement. Spreadtrum expects to hold a special meeting of its shareholders to consider and act upon the proposed transaction as promptly as practicable. Details regarding the record date for, and the date, time and place of, the special meetings will be included in a press release when finalized.

With annual revenues of approximately US$720 million as of 2012, Spreadtrum is a fabless semiconductor company that develops mobile chipset platforms for smartphones, feature phones and other consumer electronics products, supporting 2G, 3G and 4G wireless communications standards. Spreadtrum's solutions combine its highly integrated, power-efficient chipsets with customizable software and reference designs in a complete turnkey platform, enabling customers to achieve faster design cycles with a lower development cost. Spreadtrum's customers include global and China-based manufacturers developing mobile products for consumers in China and emerging markets around the world.

"We believe Spreadtrum and Tsinghua Unigroup will supplement each other and create enormous synergies in China and abroad," commented Mr. Zhao Weiguo, Chairman and Chief Executive Officer of Tsinghua Unigroup. He continued, "Spreadtrum's capable and talented management team will be encouraged to continue their strong performance and innovative corporate culture, while Tsinghua Unigroup is in the unique position to offer unique expertise in consumer products, protection and support from a vast IP portfolio, and unique access to important capital markets in China."

Dr. Leo Liyou Li, Chairman and Chief Executive Officer of Spreadtrum said, "The acquisition by Tsinghua will provide investors with significant returns, and position the Spreadtrum business for continued growth. The vast IP portfolio of Tsinghua Unigroup and Tsinghua University also gives the original Spreadtrum business advantageous boosts in the area of IP protection. In short, we feel this transaction is favorable to Spreadtrum shareholders, and unlocking potential value otherwise hidden in the assets of Spreadtrum."

SHANGHAI, June 25, 2013 /PRNewswire-FirstCall/ -- Spreadtrum Communications, Inc. (NASDAQ: SPRD; "Spreadtrum" or the "Company"), a leading fabless semiconductor provider in China with advanced technology in 2G, 3G and 4G wireless communications standards, today announced that its Board of Directors (the "Board") has approved its ninth quarterly cash dividend of US$0.10 per American Depositary Share or approximately US$0.0333 per Ordinary Share (each American Depositary Share represents three Ordinary Shares). The ninth quarterly dividend will be payable to holders of record of Ordinary Shares (which includes holders of American Depositary Shares) as of the close of business on July 9, 2013 and will be paid on July 24, 2013. This dividend represents a quarterly payout of approximately US$4.96 million in aggregate to Ordinary Shares. The payment of any future quarterly dividends will be at the discretion of the Board and will be dependent upon Spreadtrum's financial position, results of operations, available cash, cash flow, capital requirements and other factors deemed relevant by the Board.

SHANGHAI, June 21, 2013 /PRNewswire-FirstCall/ -- Spreadtrum Communications, Inc. (NASDAQ: SPRD; "Spreadtrum" or the "Company"), a leading fabless semiconductor provider in China with advanced technology in 2G, 3G and 4G wireless communications standards, today announced that its Board of Directors has received a preliminary non-binding proposal letter, datedJune 20, 2013, from Tsinghua Unigroup Ltd. ("Unigroup"), an operating subsidiary of Tsinghua Holdings Co. Ltd., a solely state-owned limited liability corporation funded by Tsinghua University in China, pursuant to which Unigroup proposes to acquire the Company (the "Transaction") for US$28.50 in cash per American Depositary Share (each American Depositary Share represents three ordinary shares of the Company).  A copy of the proposal letter is attached hereto as Appendix 1.

The Company's Board of Directors is reviewing and evaluating Unigroup's proposal and cautions the Company's shareholders and others considering trading in its securities that the Board of Directors has just received the Unigroup proposal, and has not yet made any decisions with respect to the proposed Transaction, or the Company's response to the proposed Transaction. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that this or any other transaction will be approved or consummated. The Company does not undertake any obligation to provide any updates with respect to this or any other transaction, except as required under applicable law.

SHANGHAI, June 13, 2013 /PRNewswire-FirstCall/ -- Spreadtrum Communications, Inc. (NASDAQ: SPRD; "Spreadtrum" or the "Company"), a leading fabless semiconductor provider in China with advanced technology in 2G, 3G and 4G wireless communications standards, today updated its financial guidance for the second quarter ending June 30, 2013. The company now expects that its revenues will be between US$270 million and US$278 million, an increase of 42.9% to 47.1% over the first quarter. The Company's previous guidance for the second quarter revenue was US$220 million to US$228 million. The Company continues to expect an improvement to gross margin.

"We are increasing our revenue guidance due to the continuing strong demand throughout the quarter for low-cost smartphones," said Dr. Leo Li, chairman and CEO of Spreadtrum. "We are at the start of a multi-year cycle inChina and emerging markets of subscribers transitioning from 2.5G feature phones to smartphones, and are also benefiting from the continuing expansion of our smartphone portfolio."

SHANGHAI, May 7, 2012 /PRNewswire-Asia/ -- Spreadtrum Communications, Inc. (NASDAQ: SPRD; "Spreadtrum" or the "Company" ), a leading fabless semiconductor provider in China with advanced technology in 2G, 3G and 4G wireless communications standards, today announced that its TD-SCDMA baseband modem, the SC8803G, and its RF transceiver, the SR3200, have been selected by HTC for two premium and mid-range TD-SCDMA smartphones recently launched in China, the HTC One XT and the HTC Desire VT.

The HTC One XT, a 1.5GHz quad-core Android 4.0 smartphone with a 4.7 inch screen, is HTC's flagship handset model targeting the premium smartphone segment and is available now in retail stores. The HTC Desire VT, a mid-range 1GHz Android 4.0 smartphone with a 4-inch screen and HTC's Sense technology, will be available starting in May.

"We are pleased to support HTC's cutting edge Android 4.0 and quad-core smartphones now available on China Mobile's network," said Dr. Leo Li, Spreadtrum's president and CEO. "With HTC's smartphone launch, we are expanding our design wins in the mid- and high-end segments of the market, as well as diversifying our customer base to include more global OEMs."

First Quarter 2012 Results

• Total revenue decreased 16.2% quarter-over-quarter and increased 17.5% year-over-year to US$161.1 million, exceeding the midpoint of the Company's previously guided range of US$158 - US$163 million.
• Gross profit was US$61.3 million compared to US$78.4 million in the previous quarter and US$57.9 million in 1Q11. Gross margin was 38.0% compared to 40.8% in the previous quarter and 42.2% in 1Q11.
• Cash flows from operations were US$21.0 million, compared with US$30.7 million in the previous quarter and US$26.7 million in 1Q11.
• GAAP net income was US$24.3 million, compared with US$35.2 million in the previous quarter and US$27.5 million in 1Q11.
• GAAP net income per basic and diluted ADS was US$0.53 and US$0.47, respectively, a decrease from US$0.75 and US$0.66 per basic and diluted ADS, respectively, in 4Q11 and US$0.57 and US$0.50 per basic and diluted ADS, respectively, in 1Q11.
• Non-GAAP net income was US$29.3 million, compared to US$41.5 million in 4Q11 and US$30.4 million in 1Q11. Non-GAAP net income per diluted ADS was US$0.57, a decrease from US$0.78 per diluted ADS in 4Q11 and an increase from US$0.55 per diluted ADS in 1Q11.

Commenting on the results, Spreadtrum's Chairman and CEO, Dr. Leo Li said, "During the first quarter, we laid a strong foundation for 2012 growth in smartphones with more than 200 design wins for our 1GHz TD-SCDMA and 1GHz EDGE/Wifi smartphone chipsets. Our smartphone platform is now commercially available and we expect to ship more than one million units in the second quarter. Our customers are targeting a $50-100 retail segment through both China Mobile and open market channels. In addition, we secured a significant number of design wins in the premium smartphone segment for our TD-SCDMA basebands. In TD-SCDMA, we expect the overall market for both feature phones and smartphones to grow to approximately 80-90 million units, with the majority of shipments in the second half of the year.

"In the 2.5G segment, we introduced the industry's first 40nm based 2.5G baseband in the industry, the SC6530, and are now beginning to ramp shipments. During the first quarter we grew volume in the mid- to high-end feature phone segment and secured new design wins with first tier global OEMs that will serve as a foundation for continuing volume increase in the second half. Price competition caused margin pressure as expected.

"Looking ahead to 2Q12, we expect revenue to be in the range of US$170 million to US$175 million, a sequential and year-over-year increase of 6% to 9%, with a gross margin of approximately 37%."

Further commenting on the 1Q12 financial results, Shannon Gao, Spreadtrum's CFO added, "Our operating expenses decreased from the prior quarter due to lower R&D expenses relating to our WCDMA program and a higher offset from recognized government subsidies. We expect our operating expenses as a percentage of revenue to go up slightly in Q2 as we continue to invest in new product development. In the first quarter, we made a US$10 million equity investment in handset brand Micromax, which is the third largest handset brand in India. With this investment and joint R&D, we will ensure that our products are closely aligned with the needs of local consumers as well as with the brands that are poised for continuing market share gains. During the quarter, we continued to return capital to shareholders, declaring our fourth quarterly cash dividend of US$0.10 per ADS which was distributed on April 25, 2012."

BUSINESS OUTLOOK:

Looking ahead, Spreadtrum expects revenue for the second quarter of 2012 to be in the range of US$170 million - US$175 million with a gross margin of approximately 37%.

Fourth Quarter 2011 Results

• Total revenue increased 4.0% quarter-over-quarter and 51.9% year-over-year to US$192.2 million, exceeding the midpoint of the Company's previously guided range of US$188 - US$194 million.
• Gross profit was US$78.4 million compared to US$77.2 million in the previous quarter and US$54.4 million in 4Q10. Gross margin was 40.8% compared to 41.8% in the previous quarter and 43.0% in 4Q10.
• Cash flows from operations were US$30.7 million, compared with US$30.5 million in the previous quarter and US$37.1 million in 4Q10.
• GAAP net income was US$35.2 million, compared with US$39.3 million in the previous quarter and US$30.0 million in 4Q10.
• GAAP net income per basic and diluted ADS was US$0.75 and US$0.66, respectively, a decrease from US$0.84 and US$0.75 per basic and diluted ADS, respectively, in 3Q11 and an increase from US$0.62 and US$0.56 per basic and diluted ADS, respectively, in 4Q10.
• Non-GAAP net income was US$41.5 million, compared to US$43.5 million in 3Q11 and US$32.7 million in 4Q10. Non-GAAP net income per diluted ADS was US$0.78, a decrease from US$0.83 per diluted ADS in 3Q11 and an increase from US$0.61 per diluted ADS in 4Q10.

Commenting on the results, Spreadtrum's Chairman and CEO, Dr. Leo Li said, "In 2011 we nearly doubled our revenue to US$674.3 million as a result of market share gains in both the 3G TD-SCDMA and 2G market segments. During 4Q11, we expanded our TD-SCDMA baseband design wins with global first tier handset brands and introduced our first generation 600MHz Android 2.2 smartphone platform. Our second generation 1GHz Android 2.3 smartphone platform, introduced in January, has been well received by China's major OEMs and we expect to see volume contribution in 2H12 in tandem with the seasonally stronger demand in this market segment. Our 3G shipments helped to offset softer 2G demand in China and in some overseas markets that occurred in 4Q11 as a result of macroeconomic factors. In 2012, we expect that our planned migration of 2.5G products to 40nm combined with partnerships with leading overseas local brands will enable us to continue to gain market share in this segment. We believe that the new 2.5G and smartphone products will serve as a platform for continuing growth enabling us to secure a leadership position in both market segments with the combination of advanced technology, turnkey business model and our local China advantage. Looking ahead to the first quarter, we are transitioning to our new 40nm 2.5G and smartphone products to prepare for second half growth and entering the seasonally low period for both 2G and 3G segments. With both these factors in mind, we expect revenue in 1Q12 to be in the range of US$158 million to US$163 million, an increase of 15% to 19% year over year and down 15% to 18% sequentially, with a gross margin of approximately 38%."

BUSINESS OUTLOOK:

Looking ahead, Spreadtrum expects revenue for the first quarter of 2012 to be in the range of US$158 million - US$163 million with a gross margin of approximately 38%.

January 10, 2010

by Morrison Security Research (third party contributor)

Last Friday Jan 5^th 2012, Spreadtrum Communications, Inc (NASDAQ:SPRD) shares fell more than 22%. We anticipate that SPRD is going much lower probably to the single digits. The reason is very simple � investors have found out the truth. Spreadtrum Communications �s US-based RF component supplier RF Micro Devices (RFMD) preannounced 2011 Q3 revenue of approximately $225M, versus the company's previous guidance of $250M and analysts' consensus estimate of $250M. Lower than expected sales of 2G components to China based customers for entry-level handsets contributed to the shortfall, as did weak sales by RF's multi-market products group. Furthermore, 2G demand in general was significantly below customers' expectations at the end of the quarter. Against this US company�s bleak revenue announcement that caused its stock drop 19%, can anybody believe that Spreadtrum Communications �s 2011 Q3 revenue was up 92%? (see Spreadtrum Communications �s Q3 earning report here)

See rest of column here.

Third Quarter 2011 Results

Region

United States / International

http://phx.corporate-ir.net/phoenix.zhtml?p=irol-eventDetails&c=212408&eventID=4145323

SHANGHAI, June 29, 2011 /PRNewswire-Asia-FirstCall/ -- Spreadtrum Communications, Inc. (Nasdaq: SPRD; "Spreadtrum" or the "Company"), a leading fabless semiconductor provider in China with advanced technology in both 2G and 3G wireless communications standards, today announced that its Board of Directors (the "Board") has approved a quarterly cash dividend of US$0.05 per American Depositary Share or approximatelyUS$0.0167 per Ordinary Share (each American Depositary Share represents three Ordinary Shares). The first quarterly dividend will be payable on July 26, 2011 to holders of record of Ordinary Shares (which includes holders of American Depositary Shares) as of the close of business on July 11, 2011. This dividend represents a quarterly payout of approximately $2.45 million in aggregate. The payment of any future quarterly dividends will be at the discretion of the Board and will be dependent upon Spreadtrum's financial position, results of operations, available cash, cash flow, capital requirements and other factors deemed relevant by the Board.

Prior to June 27, 2007, the date of our initial public offering, we have financed our operations primarily through private sales of equity interests to investors, as well as through cash generated from our operating activities. We have also received government subsidies in the form of interest reimbursement of bank loans and grants to fund our research and development projects.

We believe that our current cash and cash flow from operations will be sufficient to meet our anticipated cash needs, including working capital requirements and capital expenditures for at least the next 12 months. Our future cash requirements will depend on many factors, including our level of operating income, the timing of our new product introductions, the timing and size of our new office building, the costs to secure access to adequate manufacturing capacity, the continuing market acceptance of our products, or other changing business conditions and future developments, including any investments or acquisitions we may decide to pursue.

SHANGHAI, June 17, 2011 /PRNewswire-Asia-FirstCall/ -- Spreadtrum Communications, Inc. (Nasdaq: SPRD; "Spreadtrum" or the "Company"), a leading fabless semiconductor provider in China with advanced technology in both 2G and 3G wireless communications standards, today announced that its Board of Directors has authorized a share repurchase program under which the Company may repurchase up to US$100 million of its American Depositary Shares ("ADSs") pursuant to a Rule 10b5-1 repurchase plan. The share repurchase program will be funded with the Company's cash on hand. Members of the Company's management team also intend to purchase the Company's outstanding shares through the open market.

Spreadtrum's Chairman and CEO, Dr. Leo Li, said, "We believe the share repurchase program represents an effective use of our cash and is in the best interests of our shareholders. We expect to continue generating cash from operations that would provide enough resources to fund our ongoing R&D efforts. Management's commitment to repurchase shares further reflects our confidence with our near and long-term growth initiatives."

The repurchase program does not obligate the Company to repurchase a minimum number of shares, and the program may be suspended or canceled without prior notice.

SHANGHAI, June 9, 2011 /PRNewswire-Asia/ -- Spreadtrum Communications, Inc. (NASDAQ: SPRD; "Spreadtrum" or the "Company"), a leading fabless semiconductor provider in China with advanced technology in both 2G and 3G wireless communications standards, today announced that it has acquired approximately 48.44% of the total outstanding shares of MobilePeak Holdings, Ltd. ("MobilePeak"), a privately held fabless semiconductor company based in Shanghai and San Diego that specializes in the design of highly integrated UMTS/HSPA+ modem chipsets.

Spreadtrum acquired approximately 48.44% of MobilePeak's total outstanding shares, and provided a short-term loan to MobilePeak for the repayment of MobilePeak's outstanding convertible bridge loans, for an aggregate cash consideration of approximately US$32.58 million. Spreadtrum intends to purchase all of MobilePeak's issued and outstanding shares, and expects to complete the acquisition in the third quarter of 2011. Thanks to MobilePeak's efficient operations, Spreadtrum expects the acquisition to have a minor impact on its earnings per share in Q2 and the remaining quarters in 2011, and Spreadtrum maintains its Q2 2011 guidance in terms of revenue, gross margin, and operating expenses as a percentage of revenue.

Commenting on the transaction, Spreadtrum's Chairman, President and CEO, Dr. Leo Li, said, "We are very pleased and excited to welcome the MobilePeak team. The synergies between the two companies and the opportunities created by this transaction are clear. With MobilePeak's complete UMTS/HSPA+ solution, we will broaden our portfolio of worldwide wireless handset technologies, and make inroads into the WCDMA feature phone, smart phone and tablet markets."

"Utilizing our advanced 40nm technology, mature GSM/GPRS/EDGE and TD-SCDMA platforms, and working closely with MobilePeak's Shanghai and San Diego teams, we will be well equipped to expand our international market shares. These capabilities are also a solid foundation for developing the next generation multi-mode FDD-LTE/WCDMA and TDD-LTE/TD-SCDMA technologies over the next two years."

Mr. Qiuzhen (Joe) Zou, Chairman and President of MobilePeak, said, "We are eager to work with the Spreadtrum team. Since MobilePeak's inception in 2005, our team has developed world-class baseband chipsets with support for 3GPP Standard through Release 7, including HSPA+ technology up to Category 14 with 21Mbps maximum downlink speed and 11Mbps maximum uplink speed. MobilePeak has more than 100 patents granted or pending worldwide, and its solutions have passed GCF tests and top-tier handset makers' strict in-house tests. We are confident to role out the first 40nm HSPA+ solution platform for feature phones and smart phones by 2012." Mr. Zou will assume the role of Chief Technology Officer at Spreadtrum.

Mr. Zou founded MobilePeak in 2005 and has since served as MobilePeak's Chairman. He served as MobilePeak's Chief Technology Officer from 2005 to 2010 and assumed the position of President in 2010. Mr. Zou has more than 18 years of experience in the wireless communications industry. From 1993 to 2003, Mr. Zou held various positions with QUALCOMM, Inc., where he became a Vice President of Engineering in 2000. At QUALCOMM, Mr. Zou led various semiconductor design projects, including multiple generations of CDMA baseband chipsets. Mr. Zou received a BSEE from Southeast University in Nanjing, China in 1992, followed by an MSEE from Stanford University in 1993.

First Quarter Highlights:

• Total revenue increased 8.3% quarter-over-quarter and 163.0% year-over-year to US$137.1million, exceeding the Company's previously guided range of US$130-135 million.
• Gross profit was US$57.9 million compared to US$54.4 million in the previous quarter and US$23.7 million in 1Q10. Gross margin was 42.2% compared to 43.0% in the previous quarter and 45.5% in 1Q10.
• Cash flows from operations were US$26.7 million, compared with US$37.1 million in the previous quarter and US$28.7 million in 1Q10.
• GAAP net income was US$27.5 million, compared with US$30.0 million in the previous quarter and US$6.6 million in 1Q10.
• GAAP net income per basic and diluted ADS was US$0.57 and US$0.50, respectively, a decrease from US$0.62 and US$0.56 per basic and diluted ADS, respectively, in 4Q10 and an improvement from US$0.14 and US$0.13 per basic and diluted ADS, respectively, in 1Q10.
• Non-GAAP net income was US$30.4 million, compared to US$32.7 million in 4Q10 and US$8.7 million in 1Q10. Non-GAAP net income per diluted ADS was US$0.55, a decrease from US$0.61 per diluted ADS in 4Q10 and an improvement US$0.17 per diluted ADS in 1Q10.

Commenting on the results, Spreadtrum's Chairman and CEO, Dr. Leo Li said, "2011 commenced on solid footing as we enhanced our presence within emerging markets and began to see revenue contributions from our design-ins in the second half of 2010. As a result, we once again surpassed our guidance as quarterly revenue grew 8.3% on a sequential basis to US$137.1 million. This robust top-line growth reflects our ongoing market share gains in both the TD-SCDMA and GSM markets, which is particularly impressive given the fierce competitive landscape combined with the seasonal slowdown in the Chinese handset industry during the first quarter of the year.

Spreadtrum currently expects revenue for the second quarter of 2011 to be in the range of US$152 million - US$158 million with gross margin of approximately 42%.

2010 Fourth Quarter Review:

Stock beat 4th quarter EPS estimates.  But more importantly, the company guided 2011 first quarter revenues to be well over analyst est: $133 million vs. $109 million estimate.

• 2011 first quarter EPS will come in at about $0.69 vs $0.39 estimate,  using current margins and shares.  However, the company did mention that margins may come down in the first quarter due to higher R&D expense. (2010 4th Quarter non-GAAP net margins were 25%).
• Assuming a more modest net margin number of 20% would translate into EPS of $0.53 and annualized EPS of $2.12, well above $1.69 est.

If these numbers pan out, SPRD will have a GPR 3 and possibly more if momentum builds. We think a P/E of 15 on forward EPS is a reasonable target, giving us a potential price target of $32.0. We will listen to CC to gauge where margins may fall in the 2011 first quarter. It has been revealed that SAIC filings match SEC filings.  May Add to our ChinaHybrid mock portfolio (pending CC notes).  Hoping for a pull back.

THIRD QUARTER 2010 FINANCIAL SUMMARY:

• Total revenue increased 34.7% quarter-over-quarter and 150.7% year-over-year to US$96.2 million, exceeding the Company's previously guided range ofUS$88-96 million.
  
• Gross profit wasUS$42.5 million compared to US$31.9 millionin the previous quarter and US$15.0 millionin 3Q09. Gross margin was 44.1% compared to 44.6% in the previous quarter and 39.0% in 3Q09.
  
• Cash flows from operations were US$67.0 million, compared with US$35.2 millionin the previous quarter andUS$11.5 millionin 3Q09.
  
• GAAP net income was US$19.5 million, compared with US$11.1 millionin the previous quarter and US$0.6 millionin 3Q09.
  
• GAAP net income per basic anddiluted ADS was US$0.41 and US$0.37, respectively, an improvement fromUS$0.24 and $0.21per basic and diluted ADS, respectively, in 2Q10 and US$0.01per basic and diluted ADS in 3Q09.
  
• Non-GAAP net income was US$22.9 million, compared to US$17.7 million in 2Q10 and US$2.9 million in 3Q09. Non-GAAP net income per diluted ADS was US$0.43, an improvement from US$0.34 per diluted ADS in 2Q10 and US$0.06 per diluted ADS in 3Q09.

Commenting on the results, Spreadtrum's President and CEO, Dr. Leo Li said, "We delivered another strong set of financial results, with quarterly revenue of US$96.2 million and net income of US$19.5 million, both surpassing our previous records set last quarter.  Although we have witnessed intensifying competition in recent quarters, we have nevertheless managed to achieve substantial growth thanks to our technology innovation, solid execution, and enriching product portfolio.

BUSINESS OUTLOOK:

Spreadtrum currently expects revenue for the fourth quarter of 2010 to be in the range of US$118-125 million with gross margin at 42.5-43.5%

'We are beginning to see the fruits of our efforts to focus on product quality and customer support, as we firmly exceeded our top line guidance for the second quarter

'Currently, we expect third quarter 2009 revenue to be in the range of $31-36 million with improving margins, sequentially,' Dr. Li concluded.

^a The above forecasts reflect the Company's current and preliminary views and are therefore subject to change. Please refer to the Company's Safe Harbor Statement (usually in press releases) for the factors that could cause actual results to differ materially from those contained in any forward-looking statement.

GeoNote:  Analyst estimates indicate that Spreadtrum Communications is forecasted to report losses through 2010.

Commenting on the first quarter results, Spreadtrum's CEO, Dr. Leo Li, said: 'It is clear that market conditions have not been in our favor for the last several quarters. However, we are actively taking measures to counter the effects and ensure that the Company performs reasonably well against the backdrop of a difficult operating environment.

^a The above forecasts reflect the Company's current and preliminary views and are therefore subject to change. Please refer to the Company's Safe Harbor Statement (usually in press releases) for the factors that could cause actual results to differ materially from those contained in any forward-looking statement.

Guidance Report:

Due to ongoing difficulties in the Chinese economy, customers serving the Chinese mobile phone market are experiencing unusually weak demand for mobile phones:

SPRD recently announced lower Guidance for it's 2008 Fourth Quarter Ending December:

Source: PR Newswire (December 26, 2008)