Qualcomm and TDK Announce Launch of Joint Venture

SAN DIEGO and TOKYO, Feb. 3, 2017 /PRNewswire/ -- Qualcomm Incorporated (NASDAQ: QCOM) and TDK Corporation (TSE: 6762) today announced the completion of the previously announced joint venture under the name RF360 Holdings Singapore PTE. Ltd. (RF360 Holdings). The joint venture will enable Qualcomm's RFFE Business Unit to deliver RF front-end (RFFE) modules and RF filters into fully integrated systems for mobile devices and fast-growing business segments, such as Internet of Things (IoT), automotive applications, connected computing, and more. The business being transferred constitutes a part of the TDK SAW Business Group activities.

"The ongoing expansion of mobile communication across multiple industries, and the unprecedented deployment of multi-carrier 4G technologies now reaching over sixty-five 3GPP frequency bands are driving manufacturers of wireless solutions to higher levels of miniaturization, integration and performance, especially for the RFFE in these devices," said Cristiano Amon, executive vice president, Qualcomm Technologies, Inc., and president, QCT. "Further, 5G will increase the level of complexity even more. To that end, the ability to provide the ecosystem a truly complete solution is essential to enabling our customers to deliver mobile solutions at scale and on time."

Together with RF360 Holdings, Qualcomm Technologies, Inc. (QTI) will be ideally positioned to design and supply products with end-to-end performance and global scale from the modem/transceiver all the way to the antenna in a fully integrated system.

RF360 Holdings will have a comprehensive set of filters and filter technologies, including surface acoustic wave (SAW), temperature-compensated surface acoustic wave (TC-SAW) and bulk acoustic wave (BAW), to support the wide range of frequency bands being deployed in networks across the globe. Moreover, RF360 Holdings will enable the delivery of RFFE modules from QTI that will include front-end components designed and developed by QTI. These components include CMOS, SOI and GaAs Power Amplifiers^[1], a broad portfolio of Switches, Antenna Tuning, Low Noise Amplifiers (LNAs) and the industry's leading Envelope Tracking solution.

Deepening collaboration between Qualcomm and TDK
In addition to operating the joint venture, Qualcomm and TDK will deepen their technological cooperation to cover a wide range of cutting-edge technologies for next-generation mobile communications, IoT and automotive applications.

"The deeper collaboration with Qualcomm fits perfectly into our growth strategy," said Shigenao Ishiguro, President and CEO of TDK Corporation. "It is a further step that aims to open up new promising business opportunities for TDK, while strengthening the company's innovativeness and thus competitiveness in such attractive future markets as sensors, MEMS, wireless charging and batteries. Our customers will clearly benefit from the resulting unique and comprehensive technologies and products portfolio."

Additional transaction details
RF360 Holdings will be a Singapore corporation and will have a global presence with R&D and manufacturing and/or sales locations in Europe and Asia and its headquarters in Munich, Germany. Christian Block will serve as Senior Vice President and General Manager of RFFE, QTI, which includes RF360 Holdings. Block was previously the Chief Technology Officer of EPCOS AG, a wholly-owned subsidiary of TDK, and General Manager of the TDK SAW Business Group.

As asserted on January 12, 2016, when the agreement to form the joint venture was announced, RF360 Holdings will initially be owned 51 percent by Qualcomm Global Trading PTE. Ltd. (QGT) and 49 percent by EPCOS AG (EPCOS). QGT has an option to acquire (and EPCOS has an option to sell) the remaining interest in the joint venture 30 months after the closing date.

Giving effect to the payment made at closing, additional future payments to TDK based on sales by the joint venture of RF filter functions, as well as Qualcomm and TDK's joint collaboration efforts, and assuming QGT's exercise of its option to acquire EPCOS' interest in the joint venture, the aggregate transaction value is expected to be approximately $3 billion US dollars. Qualcomm expects the transaction to be accretive to Non-GAAP earnings per share in the 12 months following the transaction close.

About RF360 Holdings
RF360 Holdings is a Qualcomm and TDK Joint Venture driving innovation in Radio Frequency Front End (RFFE). With more than 4,000 employees worldwide, RF360 Holdings develops and manufactures innovative RFFE filtering solutions for mobile devices and fast growing business segments, such as IoT, drones, robotics, automotive applications and more. RF360 Holdings offers a comprehensive portfolio of filters and filter technologies, including surface acoustic wave (SAW), temperature-compensated surface acoustic wave (TC-SAW) and bulk acoustic wave (BAW) solutions to support the wide range of frequency bands being deployed in networks across the globe.

About Qualcomm
Qualcomm's technologies powered the smartphone revolution and connected billions of people. We pioneered 3G and 4G – and now, we are leading the way to 5G and a new era of intelligent, connected devices. Our products are revolutionizing industries including automotive, computing, IoT and healthcare, and are allowing millions of devices to connect with each other in ways never before imagined. Qualcomm Incorporated includes our licensing business, QTL, and the vast majority of our patent portfolio. Qualcomm Technologies, Inc., a subsidiary of Qualcomm Incorporated, operates, along with its subsidiaries, all of our engineering, research and development functions, and all of our products and services businesses, including our semiconductor business, QCT, and our mobile, automotive, computing, IoT and healthcare businesses. To learn more, visit Qualcomm's website, blog, Twitter and Facebook pages.

Qualcomm and Qualcomm RF360 are trademarks of Qualcomm Incorporated, registered in the United States and other countries. RF360 is a trademark of Qualcomm Incorporated.

Note Regarding Forward-Looking Statements
This news release contains forward-looking statements that are subject to risks, uncertainties and assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, actual results could differ materially from those expressed or implied by such forward-looking statements. All statements other than those of historical fact could be deemed forward-looking statements, including but not limited to statements regarding the manner in which the parties plan to effect the transaction; the expected benefits and costs of the transaction; the anticipated technology and industry trends and related expected developments in the relevant business segments; the expertise each party brings to the transaction; the size of the RFFE opportunity and the competitive position of QTI and the joint venture; the parties' plans relating to the transaction and other technology collaborations; the expected timing of the completion of the transaction; the parties' ability to complete the transaction considering the various regulatory approvals and other closing conditions; the parties' plans, strategies and objectives for future operations, product offerings, product development, product extensions, product integration, and growth opportunities in certain business areas, including RFFE modules and RF filters; the importance of module solutions to support the increasing complexity in the RFFE; the potential future financial impact of the transaction; and any assumptions underlying any of the foregoing. Actual results may differ materially from those referred to in the forward-looking statements due to a number of important factors, including but not limited to the possibility that expected benefits of the transaction may not materialize as anticipated; that the transaction may not be timely completed, if at all; as well as the other risks detailed from time to time in Qualcomm's SEC reports, including its most recent Annual Report on Form 10-K for the fiscal year ended September 27, 2015. The parties do not undertake any obligation to update, or continue to provide information with respect to, any forward-looking statement, whether as a result of new information, future events or otherwise.

About TDK Corporation
TDK Corporation is a leading electronics company based in Tokyo, Japan. It was established in 1935 to commercialize ferrite, a key material in electronic and magnetic products. TDK's portfolio includes electronic components, modules and systems* marketed under the product brands TDK and EPCOS, power supplies, magnetic application products as well as energy devices, flash memory application devices, and others. TDK focuses on demanding markets in the areas of information and communication technology and consumer, automotive and industrial electronics. The company has a network of design and manufacturing locations and sales offices in Asia, Europe, and in North and South America. In fiscal 2016, TDK posted total sales of $10.2 billion US dollars and employed about 92,000 people worldwide.

* The product portfolio includes ceramic, aluminum electrolytic and film capacitors, ferrites, inductors, high-frequency components and modules, piezo and protection components, and sensors.

Note Regarding Forward-Looking Statements
This material contains forward-looking statements, including projections, plans, policies, management strategies, targets, schedules, understandings, and evaluations about TDK, or its group companies (TDK Group). These forward-looking statements are based on the current forecasts, estimates, assumptions, plans, beliefs, and evaluations of the TDK Group in light of the information currently available to it, and contain known and unknown risks, uncertainties, and other factors. The TDK Group therefore wishes to caution readers that, being subject to risks, uncertainties, and other factors, the TDK Group's actual results, performance, achievements, or financial position could be materially different from any future results, performance, achievements, or financial position expressed or implied by these forward-looking statements, and the TDK Group undertakes no obligation to publicly update or revise any forward-looking statements after the issue of this material except as provided for in laws and ordinances. The electronics markets in which the TDK Group operates are highly susceptible to rapid changes, risks, uncertainties, and other factors that can have significant effects on the TDK Group including, but not limited to, shifts in technology, fluctuations in demand, prices, interest and foreign exchange rates, and changes in economic environments, conditions of competition, laws and regulations.

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SOURCE Qualcomm Incorporated