ALISO VIEJO, Calif.,
Nov. 10, 2015 /PRNewswire/
-- Microsemi Corporation (Nasdaq: MSCC), a leading
provider of semiconductor solutions differentiated by power,
security, reliability and performance, announced that it was
informed last night that its reiterated proposal to acquire
PMC-Sierra, Inc (Nasdaq: PMCS) in a cash and stock transaction
constitutes a "Superior Proposal" under the terms of PMC's merger
agreement with Skyworks Solutions, Inc. (Nasdaq: SWKS).
Under the terms of the Microsemi reiterated proposal, PMC
shareholders will receive $9.04 in
cash and 0.0771x of a share of Microsemi common stock for each
share of PMC common stock held at the close of the transaction. The
merger agreement submitted by Microsemi on Monday in support of its
reiterated proposal is the same in all material respect to the
previous merger agreement submitted by Microsemi on October 30, 2015. However, in support of its
intent to consummate the transaction without delay by the end of
the calendar year, Microsemi shortened the time to file an Exchange
Offer with the Securities and Exchange Commission. Microsemi was
informed that the PMC-Sierra board has given written notice to
Skyworks of its intent to approve or recommend the Microsemi
proposal. As a result, PMC-Sierra will be entitled to
terminate the merger agreement if Skyworks does not make, within
three business days following the receipt of the notice, a binding,
written and complete proposal that would cause the proposal
received from Microsemi to no longer constitute a "Superior
Proposal."
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; Microsemi's ability to successfully implement Microsemi's
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 Microsemi's
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; Microsemi's
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.
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 from 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.
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SOURCE Microsemi Corporation