UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 30, 2015
MICROSEMI CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
|
0-8866 |
|
95-2110371 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
One Enterprise, Aliso Viejo, California |
|
92656 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code
(949) 380-6100
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
| x | Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
INFORMATION TO BE INCLUDED IN THE REPORT
Item 8.01 Other Events.
On October 30, 2015, Microsemi Corporation
(“Microsemi”) issued a press release announcing that it has increased its proposal to acquire all of the
outstanding shares of PMC-Sierra, Inc. (“PMC-Sierra”) common stock to $9.04 in cash and 0.0771 of a share
of Microsemi common stock per share of PMC-Sierra common stock. A copy of the press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit
No. |
|
Description |
99.1 |
|
Press release issued by Microsemi Corporation on October 30, 2015. |
Cautionary Note Concerning Forward-Looking Statements
This document contains forward-looking statements based on current expectations
or beliefs, as well as a number of assumptions about future events, and these statements are subject to factors and uncertainties
that could cause actual results to differ materially from those described in the forward-looking statements. The reader is cautioned
not to put undue reliance on these forward-looking statements, which are not a guarantee of future performance and are subject
to a number of uncertainties and other factors, many of which are outside the control of Microsemi Corporation (“Microsemi”).
The forward-looking statements in this document address a variety of subjects including, for example, statements regarding Microsemi’s
offer to acquire PMC-Sierra, Inc. (“PMC”), its financing and the expected timing of the proposed transaction, the potential
benefits of the acquisition (including the potentially accretive and synergistic benefits), Microsemi’s expected future performance
(including expected results of operations and financial guidance), and the combined company’s future financial condition,
operating results, strategy and plans. Statements including words such as “believes,” “expects,” “anticipates,”
“intends,” “estimates,” “plan,” “will,” “may,” “look forward,”
“intend,” “guidance,” “future” or similar expressions are forward-looking statements. Potential
risks and uncertainties include, but are not limited to, such factors as the ultimate outcome of any possible transaction between
Microsemi and PMC, including the possibilities that Microsemi will not pursue a transaction with PMC or that PMC will reject a
transaction with Microsemi; if a transaction between Microsemi and PMC were to occur, the ultimate outcome and results of integrating
the operations of Microsemi and PMC, the ultimate outcome of Microsemi’s operating strategy applied to PMC and the ultimate
ability to realize synergies; the effects of the business combination of Microsemi and PMC, including the combined company’s
future financial condition, operating results, strategy and plans; negative or worsening worldwide economic conditions or market
instability; downturns in the highly cyclical semiconductor industry; our ability to successfully implement our acquisitions strategy
or integrate other acquired companies; uncertainty as to the future profitability of acquired businesses, and delays in the realization
of, or the failure to realize, any accretion from acquisition transactions; acquiring, managing and integrating new operations,
businesses or assets, and the associated diversion of management attention or other related costs or difficulties; Microsemi's
reliance on government contracts for a significant portion of its sales, including impacts of any termination or renegotiation
of such contracts, uncertainties of governmental appropriations and national defense policies and priorities and effects of any
past or future government shutdowns; risks related to the company's international operations and sales, including political instability,
trade restrictions and sanctions, restrictions in the transfer or repatriation of funds, currency fluctuations and availability
of transportation services; potential non-realization of expected orders or non-realization of backlog; failure to make sales indicated
by the company's book-to-bill ratio; intense competition in the semiconductor industry and resultant downward price pressure; the
effect of events such as natural disasters and related disruptions on our operations; the concentration of the factories that service
the semiconductor industry; delays in beginning production, implementing production techniques, resolving problems associated with
technical equipment malfunctions, or issues related to government or customer qualification of facilities; our dependence on third
parties for key functions; increases in the costs of credit and the availability of credit or
additional capital only under more restrictive conditions or not at all;
changes to laws or regulations; unanticipated changes in Microsemi's tax obligations, results of tax examinations or exposure to
additional income tax liabilities; changes in generally accepted accounting principles; principal, liquidity and counterparty risks
related to Microsemi's holdings in securities; inability to develop new technologies and products to satisfy changes in customer
demand or the development by the company's competitors of products that decrease the demand for Microsemi's products; unfavorable
or declining conditions in end markets; inability of Microsemi's compound semiconductor products to compete successfully with silicon-based
products; production delays related to new compound semiconductors; variability of the company's manufacturing yields; potential
effects of system outages; inability by Microsemi to fulfill customer demand and resulting loss of customers; variations in customer
order preferences; difficulties foreseeing future demand; rises in inventory levels and inventory obsolescence; environmental or
other regulatory matters or litigation, or any matters involving contingent liabilities or other claims; the uncertainty of litigation,
the costs and expenses of litigation, the potential material adverse effect litigation could have on Microsemi's business and results
of operations if an adverse determination in litigation is made, and the time and attention required of management to attend to
litigation; difficulties in determining the scope of, and procuring and maintaining, adequate insurance coverage; difficulties
and costs of protecting patents and other proprietary rights; the hiring and retention of qualified personnel in a competitive
labor market; any circumstances that adversely impact the end markets of acquired businesses; and difficulties in closing or disposing
of operations or assets or transferring work, assets or inventory from one plant to another. In addition to these factors and any
other factors mentioned elsewhere in this document, the reader should refer as well to the factors, uncertainties or risks identified
in Microsemi's most recent Form 10-K and any subsequent Form 10-Q reports filed by Microsemi with U.S. Securities and Exchange
Commission (“SEC”). Additional risk factors may be identified from time to time in Microsemi's future filings. The
forward-looking statements included in this document speak only as of the date hereof, and Microsemi does not undertake any obligation
to update these forward-looking statements to reflect subsequent events or circumstances.
Additional Information and Where to Find It
This communication does not constitute an offer to buy or solicitation of
an offer to sell any securities. This communication relates to a proposal which Microsemi Corporation (“Microsemi”)
has made for a business combination transaction with PMC-Sierra, Inc. (“PMC”). In furtherance of this proposal and
subject to future developments, Microsemi (and, if a negotiated transaction is agreed to, PMC) may file one or more registration
statements, prospectuses, proxy statements or other documents with the U.S. Securities and Exchange Commission (“SEC”).
This communication is not a substitute for any registration statement, prospectus, proxy statement or other document Microsemi
and/or PMC may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF MICROSEMI AND PMC
ARE URGED TO READ THE REGISTRATION STATEMENT, PROSPECTUS, PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR
ENTIRETY IF AND WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Any definitive
proxy statement (if and when available) will be mailed to stockholders of PMC. Investors and security holders will be able to obtain
free copies of these documents (if and when available) and other documents filed with the SEC by Microsemi through the web site
maintained by the SEC at http://www.sec.gov.
Certain Information Regarding Participants
Microsemi and certain of its directors and executive officers may be deemed
to be participants in any solicitation with respect to the proposed transaction under the rules of the SEC. Security holders may
obtain information regarding the names and interests of Microsemi’s directors and executive officers Microsemi’s from
Annual Report on Form 10-K for the year ended September 28, 2014, which was filed with the SEC on November 13, 2014, and Microsemi’s
proxy statement for the 2015 Annual Meeting of Shareholders, which was filed with the SEC on December 19, 2014. These documents
can be obtained free of charge from the sources indicated above. Additional information regarding the interests of these participants
in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will also
be included in any proxy statement and other relevant materials to be filed with the SEC if and when they become available.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
MICROSEMI CORPORATION |
|
(Registrant) |
|
|
Date: October 30, 2015 |
By: |
/s/John W. Hohener |
|
|
Name: John W. Hohener
Title: Executive Vice President, Chief Financial Officer, Secretary and
Treasurer |
EXHIBIT INDEX
Exhibit
No. |
|
Description |
99.1 |
|
Press release issued by Microsemi Corporation on October 30, 2015. |
Exhibit 99.1
|
MICROSEMI FINANCIAL CONTACT: John W. Hohener |
Executive Vice President and CFO |
Phone: (949) 380-6100 |
|
MICROSEMI INVESTOR CONTACT: Robert C. Adams |
Vice President of Corporate Development |
Phone: (949) 380-6100 |
Microsemi Corporation Announces Revised Proposal
to Acquire PMC-Sierra, Inc. for $11.88 Per Share in Cash and Stock
ALISO VIEJO, Calif.―Oct. 30, 2015―Microsemi
Corporation (Nasdaq: MSCC), a leading provider of semiconductor solutions differentiated by power, security, reliability and
performance, today announced that it has increased its proposal to acquire PMC-Sierra, Inc (Nasdaq: PMCS) in a cash and stock transaction.
Under the terms of Microsemi’s proposal, PMC shareholders will receive $9.04 in cash and 0.0771x of a Microsemi common share
for each PMC common share held at the close of the transaction. The implied enterprise value is $2.3 billion, net of PMC’s
net cash balance as of Sept. 27, 2015. Based on the closing stock price of Microsemi on Oct. 29, 2015, the transaction is valued
at $11.88 per PMC share.
“Our revised proposal offers superior value
to PMC’s shareholders, and Microsemi is uniquely positioned to realize significant synergies,” said James J. Peterson,
Microsemi’s chairman and CEO. “Our offer is more strategic, offers more certainty in terms of closing approval process
and timing, and at a higher price than the Skyworks proposal. Shareholders receive cash now as well as the opportunity to participate
in the significant upside potential of a global analog and mixed-signal leader with a highly diversified platform for growth and
profitability.”
The transaction is expected to be immediately accretive
to Microsemi’s non-GAAP EPS and free cash flow. Microsemi anticipates achieving more than $100 million in annual cost synergies
with greater than $75 million of those to be realized in the first full quarter of combined operations. Microsemi estimates approximately
$0.60 of non-GAAP EPS accretion in the first full year after closing the transaction.
About Microsemi
Microsemi Corporation (Nasdaq: MSCC) offers a comprehensive
portfolio of semiconductor and system solutions for communications, defense & security, aerospace and industrial markets. Products
include high-performance and radiation-hardened analog mixed-signal integrated circuits, FPGAs, SoCs and ASICs; power management
products; timing and synchronization devices and precise time solutions, setting the world's standard for time; voice processing
devices; RF solutions; discrete components; security technologies and scalable anti-tamper products; Ethernet solutions; Power-over-Ethernet
ICs and midspans; as well as custom design capabilities and services. Microsemi is headquartered in Aliso Viejo, Calif., and has
approximately 3,600 employees globally.
Microsemi and the Microsemi logo are registered trademarks
or service marks of Microsemi Corporation and/or its affiliates. Third-party trademarks and service marks mentioned herein are
the property of their respective owners.
Cautionary Note Concerning Forward-Looking Statements
This release contains forward-looking statements based on current expectations
or beliefs, as well as a number of assumptions about future events, and these statements are subject to factors and uncertainties
that could cause actual results to differ materially from those described in the forward-looking statements. The reader is cautioned
not to put undue reliance on these forward-looking statements, which are not a guarantee of future performance and are subject
to a number of uncertainties and other factors, many of which are outside the control of Microsemi. The forward-looking statements
in this release address a variety of subjects including, for example, statements regarding Microsemi’s offer to acquire PMC-Sierra
Inc. (“PMC”), its financing and the expected timing of the proposed transaction, the potential benefits of the acquisition
(including the potentially accretive and synergistic benefits), Microsemi’s expected future performance (including expected
results of operations and financial guidance), and the combined company’s future financial condition, operating results,
strategy and plans. Statements including words such as “believes,” “expects,” “anticipates,”
“intends,” “estimates,” “plan,” “will,” “may,” “look forward,”
“intend,” “guidance,” “future” or similar expressions are forward-looking statements. Potential
risks and uncertainties include, but are not limited to, such factors as the ultimate outcome of any possible transaction between
Microsemi and PMC, including the possibilities that Microsemi will not pursue a transaction with PMC or that PMC will reject a
transaction with Microsemi; if a transaction between Microsemi and PMC were to occur, the ultimate outcome and results of integrating
the operations of Microsemi and PMC, the ultimate outcome of Microsemi’s operating strategy applied to PMC and the ultimate
ability to realize synergies; the effects of the business combination of Microsemi and PMC, including the combined company’s
future financial condition, operating results, strategy and plans; negative or worsening worldwide economic conditions or market
instability; downturns in the highly cyclical semiconductor industry; our ability to successfully implement our acquisitions strategy
or integrate other acquired companies; uncertainty as to the future profitability of acquired businesses, and delays in the realization
of, or the failure to realize, any accretion from acquisition transactions; acquiring, managing and integrating new operations,
businesses or assets, and the associated diversion of management attention or other related costs or difficulties; Microsemi's
reliance on government contracts for a significant portion of its sales, including impacts of any termination or renegotiation
of such contracts, uncertainties of governmental appropriations and national defense policies and priorities and effects of any
past or future government shutdowns; risks related to the company's international operations and sales, including political instability,
trade restrictions and sanctions, restrictions in the transfer or repatriation of funds, currency fluctuations and availability
of transportation services; potential non-realization of expected orders or non-realization of backlog; failure to make sales indicated
by the company's book-to-bill ratio; intense competition in the semiconductor industry and resultant downward price pressure; the
effect of events such as natural disasters and related disruptions on our operations; the concentration of the factories that service
the semiconductor industry; delays in beginning production, implementing production techniques, resolving problems associated with
technical equipment malfunctions, or issues related to government or customer qualification of facilities; our dependence on third
parties for key functions; increases in the costs of credit and the availability of credit or additional capital only under more
restrictive conditions or not at all; changes to laws or regulations; unanticipated changes in Microsemi's tax obligations, results
of tax examinations or exposure to additional income tax liabilities; changes in generally accepted accounting principles; principal,
liquidity and counterparty risks related to Microsemi's holdings in securities; inability to develop new technologies and products
to satisfy changes in customer demand or the development by the company's competitors of products that decrease the demand for
Microsemi's products; unfavorable or declining conditions in end markets; inability of Microsemi's compound semiconductor products
to compete successfully with silicon-based products; production delays related to new compound semiconductors; variability of the
company's manufacturing yields; potential effects of system outages; inability by Microsemi to fulfill customer demand and resulting
loss of customers; variations in customer order preferences; difficulties foreseeing future
demand; rises in inventory levels and inventory obsolescence; environmental
or other regulatory matters or litigation, or any matters involving contingent liabilities or other claims; the uncertainty of
litigation, the costs and expenses of litigation, the potential material adverse effect litigation could have on Microsemi's business
and results of operations if an adverse determination in litigation is made, and the time and attention required of management
to attend to litigation; difficulties in determining the scope of, and procuring and maintaining, adequate insurance coverage;
difficulties and costs of protecting patents and other proprietary rights; the hiring and retention of qualified personnel in a
competitive labor market; any circumstances that adversely impact the end markets of acquired businesses; and difficulties in closing
or disposing of operations or assets or transferring work, assets or inventory from one plant to another. In addition to these
factors and any other factors mentioned elsewhere in this news release, the reader should refer as well to the factors, uncertainties
or risks identified in Microsemi's most recent Form 10-K and any subsequent Form 10-Q reports filed by Microsemi with the SEC.
Additional risk factors may be identified from time to time in Microsemi's future filings. The forward-looking statements included
in this release speak only as of the date hereof, and Microsemi does not undertake any obligation to update these forward-looking
statements to reflect subsequent events or circumstances.
Guidance is provided only on a non-GAAP basis due to the inherent difficulty
of forecasting the timing or amount of certain items that have been excluded from the forward-looking non-GAAP measures, and a
reconciliation to the comparable GAAP guidance has not been provided because certain factors that are materially significant to
Microsemi's ability to estimate the excluded items are not accessible or estimable on a forward-looking basis.
Additional Information and Where to Find It
This communication does not constitute an offer to buy or solicitation of
an offer to sell any securities. This communication relates to a proposal which Microsemi Corporation (“Microsemi”)
has made for a business combination transaction with PMC-Sierra Inc. (“PMC”). In furtherance of this proposal and
subject to future developments, Microsemi (and, if a negotiated transaction is agreed to, PMC) may file one or more registration
statements, prospectuses, proxy statements or other documents with the U.S. Securities and Exchange Commission (“SEC”).
This communication is not a substitute for any registration statement, prospectus, proxy statement or other document Microsemi
and/or PMC may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF MICROSEMI AND
PMC ARE URGED TO READ THE REGISTRATION STATEMENT, PROSPECTUS, PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY
IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Any definitive proxy statement (if and when available) will be mailed to stockholders of PMC. Investors and security holders will
be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by Microsemi through
the web site maintained by the SEC at http://www.sec.gov.
Certain Information Regarding Participants
Microsemi and certain of its directors and executive officers may be deemed
to be participants in any solicitation with respect to the proposed transaction under the rules of the SEC. Security holders may
obtain information regarding the names and interests of Microsemi’s directors and executive officers Microsemi’s Annual
Report on Form 10-K for the year ended September 28, 2014, which was filed with the SEC on November 13, 2014, and Microsemi’s
proxy statement for the 2015 Annual Meeting of Shareholders, which was filed with the SEC on December 19, 2014. These documents
can be obtained free of charge from the sources indicated above. Additional information regarding the interests of these participants
in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will also
be included in any proxy statement and other relevant materials to be filed with the SEC if and when they become available.
Source: Microsemi Corporation
PMC Sierra (NASDAQ:PMCS)
Historical Stock Chart
From Jun 2024 to Jul 2024
PMC Sierra (NASDAQ:PMCS)
Historical Stock Chart
From Jul 2023 to Jul 2024