Reiterates Commitment to Skyworks Transaction
Announces Intention to Enter into Discussions with Microsemi
SUNNYVALE, Calif. — (BUSINESS WIRE) — October 20, 2015 — PMC-Sierra, Inc. (PMC®) (NASDAQ: PMCS), the semiconductor and software solutions innovator transforming networks that connect, move and store big data, today announced that it has received an unsolicited proposal from Microsemi Corporation (NASDAQ: MSCC) to acquire all of the outstanding shares of PMC common stock in a cash and stock transaction. Under the terms of Microsemi’s proposal, PMC stockholders would receive $8.75 in cash and 0.0736 of a share of Microsemi common stock for each share of PMC common stock held at the close of the transaction. Based on the closing stock price of the Microsemi common stock on October 19, 2015, the Microsemi proposal was valued at $11.35 per share of PMC common stock.
PMC had previously announced (on October 5, 2015) that it had entered into a merger agreement with Skyworks Solutions, Inc. (NASDAQ: SWKS) pursuant to which Skyworks would acquire all of the outstanding shares of PMC common stock for $10.50 per share in an all-cash transaction.
PMC’s board of directors is evaluating Microsemi’s proposal and has not made a determination as to whether the proposal constitutes a Superior Proposal under the terms of PMC’s merger agreement with Skyworks. However, PMC’s board of directors believes, after consultation with its financial advisors and outside legal counsel, that the Microsemi proposal would reasonably be expected to lead to a Superior Proposal, and that the failure to participate in discussions with Microsemi would reasonably be expected to be inconsistent with the board’s fiduciary duties, so it has determined to engage in discussions with Microsemi. There can be no assurances that any definitive agreement or transaction will result from the Microsemi proposal or PMC’s discussions with Microsemi.
PMC’s board of directors continues to recommend the merger agreement with Skyworks to its stockholders. PMC’s board of directors is not modifying or withdrawing its recommendation with respect to the Skyworks merger agreement and the merger, or proposing to do so, and is not making any recommendation with respect to the Microsemi proposal.
Qatalyst Partners LP and Needham & Company, LLC are acting as financial advisors to PMC and Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal advisor.
PMC (NASDAQ: PMCS) is the semiconductor and software solutions innovator transforming networks that connect, move and store big data. Building on a track record of technology leadership, PMC is driving innovation across storage, optical and mobile networks. PMC’s highly integrated solutions increase performance and enable next-generation services to accelerate the network transformation. For more information, visit www.pmcs.com. Follow PMC on Facebook, Twitter, LinkedIn and RSS.
Additional Information and Where You Can Find It
PMC plans to file with the SEC and mail to our stockholders a proxy statement in connection with the proposed Skyworks transaction. Additionally, PMC may file other relevant materials with the SEC in connection with the proposed Skyworks transaction. The proxy statement and other relevant materials will contain important information about PMC, Skyworks, the proposed transaction, and related matters. Investors and security holders are urged to read the proxy statement and the other relevant materials with respect to the proposed merger with Skyworks carefully in their entirety when they become available before making any voting or investment decision with respect to the proposed merger with Skyworks because they will contain important information about the proposed merger and the parties to the merger.
This document does not constitute an offer to sell, or the solicitation
of an offer to buy, any securities, or a solicitation of any vote or
approval, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. If a negotiated transaction between PMC and Microsemi is
agreed, PMC and Microsemi will prepare and file a registration statement
that will include a proxy statement/prospectus related to the proposed
transaction, the proposed transaction will be submitted to the
stockholders of PMC for their consideration, and PMC will provide the
proxy statement/prospectus to its stockholders. PMC, and possibly
Microsemi, may also file other documents with the SEC regarding the
proposed transaction. This document is not a substitute for any
prospectus, proxy statement or any other document which PMC or Microsemi
may file with the SEC in connection with the proposed transaction. If
a negotiated transaction between PMC and Microsemi is agreed, investors
and security holders are urged to read the proxy statement/prospectus
and the other relevant materials with respect to the proposed
transaction with Microsemi carefully in their entirety when they become
available before making any voting or investment decision with respect
to the proposed transaction with Microsemi, because they will contain
important information about the proposed transaction with Microsemi.