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Conexant Receives IRS Ruling For Tax-Free
Spin-Off Of Wireless Business
Newport Beach, Ca & Woburn, Ma, June 20, 2002 – Conexant Systems, Inc. (Nasdaq: CNXT) and Alpha Industries, Inc. (Nasdaq: AHAA) today announced that the Internal Revenue Service has ruled that the spin-off of Conexant’s wireless business, prior to the merger of the business with Alpha, will be tax free to Conexant shareowners. The combined wireless company, to be called Skyworks Solutions, Inc., will begin trading on the Nasdaq stock market under the ticker symbol “SWKS” upon completion of the merger, which is expected to close by the end of this month.

“With the receipt of the IRS ruling, we can now move forward to complete the merger and begin operations as an independent company,” said David Aldrich, chief executive officer of Alpha, who will become chief executive officer of the combined company. “Skyworks will begin life with the industry’s broadest breadth of essential wireless technologies and a complete range of products enabling us to offer our customers more highly integrated solutions.”

Skyworks will be the industry’s leading wireless semiconductor company focused on radio frequency (RF) and complete semiconductor system solutions for mobile communications. Under the terms of the transaction, Conexant shareholders will receive 0.351 of a share in the combined company and will continue to hold their existing Conexant shares. Alpha shareholders will continue to hold their existing Alpha shares as shares in the combined company. Immediately prior to the merger, Conexant will spin off its wireless business, including its gallium arsenide wafer fabrication facility located in Newbury Park, Calif., to Conexant shareholders. Completion of the merger is subject to satisfaction or waiver of all other closing conditions.