Reiterates Commitment to Skyworks Transaction
Announces Intention to Enter into Discussions with Microsemi
SUNNYVALE, Calif. — (BUSINESS WIRE) — October 30, 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 $9.04 in cash and 0.0771 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 Microsemi common stock on Oct. 29, 2015, the Microsemi proposal was valued at $11.88 per share of PMC common stock.
PMC had previously announced (on October 30, 2015) that it had entered into an amended and restated merger agreement with Skyworks Solutions, Inc. (NASDAQ: SWKS) pursuant to which Skyworks would acquire all of the outstanding shares of PMC common stock for $11.60 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 amended and restated merger agreement with Skyworks to its stockholders. PMC’s board of directors is not modifying or withdrawing its recommendation with respect to the amended and restated merger agreement and the merger with Skyworks, 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 exchange, or the
solicitation of an offer to buy or exchange, any securities, nor shall
there be any sale of securities in any jurisdiction in which such offer,
sale or exchange 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, Microsemi
will prepare and file a registration statement and proposed Exchange
Offer documents related to the proposed transaction. PMC, and possibly
Microsemi, may also file other documents with the SEC regarding the
proposed transaction. PMC will file a Recommendation Statement on
Schedule 14D-9 with the SEC and expects to file amendments thereto. This
document is not a substitute for any prospectus, Schedule 14D-9 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 Recommendation Statement on Schedule 14D-9 and the
other relevant materials with respect to the proposed transaction with
Microsemi carefully and in their entirety when they become available
before making any investment decision with respect to the proposed
transaction with Microsemi, because they will contain important
information about the proposed transaction with Microsemi.