Actions Semiconductor Announces Preliminary Results of Its Tender Offer, 84M Shares

Actions Semiconductor Co., Ltd.

("Actions Semiconductor" or "the Company"), one of China's leading fabless semiconductor companies that provides comprehensive portable multimedia and mobile internet system-on-a-chip (SoC) solutions for portable consumer electronics, announced today the preliminary results of its previously announced "Dutch auction" tender offer for the purchase for cash of up to 84,000,000 of its issued and outstanding ordinary shares (the "Shares") (including Shares represented by American Depositary Shares (the "ADSs", together with the Shares, the "Securities")), at a purchase price not greater than $23/60 per Share (or $2.30 per ADS) nor less than $20/60 per Share (or $2.00 per ADS), which expired at 5:00 P.M., Eastern Daylight Savings time, on Tuesday, September 29, 2015. Based on the preliminary count by Laurel Hill Advisory Group Company, the depositary for the tender offer, a total of 87,886,388 Shares (including Shares represented by ADSs) were properly tendered and not properly withdrawn, including 894,678 Shares (including Shares represented by ADSs) which were tendered pursuant to notice of guaranteed delivery procedures and 4,561,242 Shares (including Shares represented by ADSs) which were conditionally tendered by Security holders and for which the determination whether the applicable conditions were met will be made following the verification process described below. In accordance with the terms and conditions of the tender offer, and based on the preliminary count by the depositary, Actions Semiconductor expects to accept for purchase 84,000,000 Shares (including Shares represented by ADSs) at a purchase price of $23/60 per Share (or $2.30 per ADS), for an aggregate cost of approximately $32.2 million, excluding fees and expenses relating to the tender offer. The 84,000,000 Shares (including Shares represented by ADSs) expected to be purchased in the tender offer represent approximately 24.0% of Actions Semiconductor's currently issued and outstanding Shares (including Shares represented by ADSs). Based on these preliminary numbers, Actions Semiconductor anticipates that, following settlement of the tender offer, it will have approximately 265,731,305 Shares (including Shares represented by ADSs) issued and outstanding. Due to the oversubscription of the tender offer, Actions Semiconductor expects that the number of Shares (including Shares represented by ADSs) that the Company will purchase from each tendering holder of Shares and/or ADSs will be prorated. Based on the preliminary count, Actions Semiconductor estimates that the proration factor will be approximately 95.58%, assuming all the Securities tendered pursuant to guaranteed delivery procedures are properly delivered and the conditions for all conditional tenders are met. The number of Shares (including Shares represented by ADSs) to be purchased and the proration information are preliminary and subject to change. The preliminary information contained in this press release is subject to confirmation by the depositary, the proper delivery of all Securities tendered (including Securities tendered pursuant to guaranteed delivery procedures) and the final determination of the treatment of Securities conditionally tendered by Security holders. The final number of Shares (including Shares represented by ADSs) to be purchased and the final proration information will be announced following the expiration of the guaranteed delivery period and completion by the depositary of the confirmation process. Payment for the Securities accepted for purchase under the tender offer, and return of all other Securities tendered and not purchased, will occur promptly thereafter. Security holders, banks and brokers who have any questions regarding the tender offer may call the information agent: Laurel Hill Advisory Group, LLC at (888) 742-1305, or the dealer managers: Laurel Hill Securities, LLC at (516) 396-7905 or Imperial Capital, LLC at (212) 351-9433. Banks and brokers may call the information agent collect at (516) 933-3100 and all others may call the information Agent toll-free at (888) 742-1305.