On September 15, 2006, Freescale announced that it had entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 15, 2006, with Firestone, a merger subsidiary for a private equity consortium lead by The Blackstone Group, The Carlyle Group, Permira Advisers LLC, and Texas Pacific Group, pursuant to which Firestone would acquire all of Freescale’s outstanding shares for $40.00 in cash per share (the “Merger”).
Beginning on September 18, 2006, six purported class action petitions were filed in the District Court of Travis County, Texas in connection with the announcement of the Merger. These petitions were consolidated into the above-captioned Lawsuit. The Petitions alleged that Freescale’s Directors breached fiduciary duties owed to Freescale stockholders in approving the Merger, and that The Blackstone Group, The Carlyle Group, Permira Advisers LLC, and Texas Pacific Group aided and abetted those alleged breaches of fiduciary duty. The Petitions also alleged that Freescale failed to disclose certain details concerning the Merger and the process leading up to the Merger. The Petitions sought class
certification, damages, and certain forms of equitable relief.

The Defendants denied all allegations of misconduct contained in the petitions, and denied having engaged in any
wrongdoing whatsoever.

On March 06, 2007, Defendants agreed to settle the shareholder class action.