MSCC Microsemi Corp. (delisted)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Rule 14a-101)

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☐ Preliminary Proxy Statement

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☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

Microsemi Corporation

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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MICROSEMI CORPORATION
One Enterprise
Aliso Viejo, California 92656
Telephone: (949) 380-6100

April 19, 2018​

Dear Stockholder,

You are cordially invited to attend a special meeting of common stockholders of Microsemi Corporation, a Delaware corporation (which we refer to as Microsemi, we or us), to be held at our corporate offices located at One Enterprise, Aliso Viejo, California 92656 on May 22, 2018 at 10:00 a.m., local time.

At the special meeting, our stockholders will be asked to consider and vote on a proposal to adopt the merger agreement that Microsemi entered into on March 1, 2018, as it may be amended from time to time (which we refer to as the merger agreement), providing for the acquisition of Microsemi by Microchip Technology Incorporated (which we refer to as Microchip). The acquisition will occur by means of a merger of a wholly owned subsidiary of Microchip with and into Microsemi (which we refer to as the merger), with Microsemi surviving the merger as a wholly owned subsidiary of Microchip. At the special meeting, you will also be asked to consider and vote on (1) a non-binding, advisory proposal to approve compensation that will or may become payable by Microsemi to its named executive officers in connection with the merger and (2) a proposal to adjourn the special meeting from time to time to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting or any adjournment or postponement thereof.

If the merger agreement is adopted by our stockholders and the merger is completed, each share of our common stock will be converted into the right to receive $68.78 per share in cash, which represents (i) a premium of approximately 17% to $58.97 per share, the closing stock price on January 22, 2018, the last full trading day prior to media speculation regarding a potential sale transaction involving Microsemi, (ii) a premium of approximately 22% to $56.33 per share, the six-month volume-weighted average closing price of our common stock as of March 1, 2018, the last trading day prior to the public announcement of the execution of the merger agreement and (iii) a premium of approximately 7% to $64.30 per share, the closing price of our common stock on March 1, 2018, the last trading day prior to the public announcement of the execution of the merger agreement.

The board of directors of Microsemi unanimously recommends that our stockholders vote (1) “FOR” the adoption of the merger agreement; (2) “FOR” the non-binding, advisory proposal to approve compensation that will or may become payable by Microsemi to our named executive officers in connection with the merger; and (3) “FOR” the adjournment of the special meeting from time to time, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting or any adjournment or postponement thereof.

The enclosed proxy statement describes the merger agreement, the merger and related matters, and attaches a copy of the merger agreement. We urge you to read the proxy statement and its annexes, including the merger agreement, carefully and in their entirety, as they contain important information.

Your vote is very important. The merger cannot be completed unless holders of a majority of the outstanding shares of our common stock entitled to vote at the special meeting vote in favor of the proposal to adopt the merger agreement. A failure to vote will have the same effect as a vote “AGAINST” the adoption of the merger agreement. Whether or not you plan to attend the special meeting, we urge you to submit a proxy to have your shares voted in advance of the special meeting by using one of the methods described in the accompanying proxy statement.

On behalf of the entire board of directors of Microsemi, thank you for your continued support.

Sincerely,
/s/ James J. Peterson
James J. Peterson
Chairman of the Board and Chief Executive Officer

The proxy statement is dated April 19, 2018, and is first being mailed to our common stockholders on April 20, 2018.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE MERGER, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE PROPOSED MERGER, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THE ACCOMPANYING PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

MICROSEMI CORPORATION
One Enterprise
Aliso Viejo, California 92656
Telephone: (949) 380-6100

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held on May 22, 2018

To Our Stockholders:

Notice is hereby given that a special meeting of the common stockholders of Microsemi Corporation, a Delaware corporation (which we refer to as Microsemi, we or us), will be held at our corporate offices located at One Enterprise, Aliso Viejo, California 92656 on May 22, 2018 at 10:00 a.m., local time, for the following purposes:

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To consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of March 1, 2018, as it may be amended from time to time (which we refer to as the merger agreement), by and among Microsemi, Microchip Technology Incorporated, a Delaware corporation (which we refer to as Microchip), and Maple Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Microchip (which we refer to as Merger Sub).

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To consider and vote on a proposal to approve, by non-binding, advisory vote, certain compensation arrangements for Microsemi’s named executive officers in connection with the merger.

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To consider and vote on a proposal to approve the adjournment of the special meeting from time to time, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the proposal to adopt the merger agreement or in the absence of a quorum.

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The merger agreement, the merger and the other transactions which would be effected in connection with the merger are described more fully in the attached proxy statement, and we urge you to read it carefully and in its entirety.

The board of directors of Microsemi (which we refer to as the Board), has unanimously determined that the merger and the other transactions contemplated by the merger agreement are fair to, and in the best interests of, Microsemi and the stockholders of Microsemi and approved and declared advisable the merger agreement and the merger and the other transactions contemplated by the merger agreement. The Board made its determination after consultation with its legal and financial advisors and consideration of a number of factors, including those discussed in the attached proxy statement.

Approval of the proposal to adopt the merger agreement requires the affirmative vote of the holders of a majority of the shares of our common stock entitled to vote on the proposal to adopt the merger agreement. The proposal to approve, by non-binding, advisory vote, certain compensation arrangements for Microsemi’s named executive officers in connection with the merger requires the affirmative vote of the holders of a majority of the stock present in person or represented by proxy at the special meeting and entitled to vote on the subject matter. The proposal to approve the adjournment of the special meeting from time to time, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the proposal to adopt the merger agreement or in the absence of a quorum requires the affirmative vote of the holders of a majority of the stock present in person or represented by proxy at the special meeting and entitled to vote on the subject matter.

The Board recommends that you vote “FOR” approval of the proposal to adopt the merger agreement, “FOR” approval of the proposal to approve, by non-binding, advisory vote, certain compensation arrangements for Microsemi’s named executive officers in connection with the merger and “FOR” approval of the proposal to approve the adjournment of the special meeting from time to time, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the proposal to adopt the merger agreement or in the absence of a quorum.

Your vote is very important, regardless of the number of shares of our common stock you own. Because stockholders cannot take any action at the meeting (other than to adjourn the meeting) unless a majority of our common stock issued and outstanding and entitled to vote thereat is represented, it is important that you attend the meeting in person or are represented by proxy at the meeting. The merger cannot be completed unless the merger agreement is adopted by the affirmative vote of the holders of a majority of the shares of common stock entitled to vote thereon. Whether or not you plan to attend the special meeting, please complete, date, sign and return, as promptly as possible, the enclosed proxy card in the accompanying postage-paid reply envelope, or submit your proxy by telephone or the Internet. If your shares of our common stock are held in “street name” by your bank, brokerage firm or other nominee, your bank, brokerage firm or other nominee will be unable to vote your shares of our common stock without instructions from you. You should instruct your bank, brokerage firm or other nominee to vote your shares of our common stock in accordance with the procedures provided by your bank, brokerage firm or other nominee. If you fail to vote in person at the special meeting, fail to return your proxy card and fail to submit your proxy by telephone or the Internet, or if your shares are held in “street name” by your bank, brokerage firm or other nominee and you fail to instruct your bank, brokerage firm or other nominee to vote, that will have the same effect as a vote “AGAINST” approval of the merger proposal.

Stockholders who do not vote in favor of the proposal to adopt the merger agreement, and who submit a written demand for appraisal prior to the special meeting and comply with all other applicable requirements of Delaware law, which are summarized in the section entitled “Appraisal Rights” in the accompanying proxy statement (and the Delaware appraisal statute is reproduced in its entirety as Annex C to this proxy statement), will be entitled to rights of appraisal to obtain the fair value of their shares of common stock of Microsemi.

You may revoke your proxy before the special meeting by voting over the Internet or by telephone (only your latest Internet or telephone vote is counted) or by signing a new proxy and mailing it, in each case, in accordance with the instructions on the enclosed proxy card. In addition, you may revoke your proxy by sending us a revocation of proxy or by attending the special meeting and requesting that your proxy be revoked and/or voting in person; however, attending the special meeting will not revoke your Internet vote, telephone vote or proxy, as the case may be, unless you specifically request it.

The Board has fixed the close of business on April 10, 2018 as the record date for determination of stockholders entitled to receive notice of, and to vote at, the special meeting and any adjournments or postponements thereof. Only stockholders of record at the close of business on the record date are entitled to receive notice of, and to vote at (in person or by proxy), the special meeting and at any adjournment or postponement thereof. You will be entitled to one vote for each share of our common stock that you owned on the record date. A complete list of our stockholders of record entitled to vote at the special meeting will be available for inspection at our principal executive offices at least 10 days prior to the date of the special meeting and continuing through the special meeting for any purpose germane to the meeting. The list will also be available at the meeting for inspection by any stockholder present at the meeting.

Only stockholders of record (including “street name” stockholders who can show that they beneficially owned our common stock on the record date), their duly appointed proxy holders and our guests may attend the special meeting. To gain admittance, please bring the admission ticket with you to the meeting. If your shares of our common stock are held in “street name” through a bank, brokerage firm or other nominee, please send a written request for an admission ticket to our Secretary at One Enterprise, Aliso Viejo, California 92656, Attn: Secretary. Please include the following information with your request: (i) a signed cover letter stating your name and complete mailing address, including daytime and evening telephone numbers; that you are requesting an admission ticket; the number of shares that you own in

“street name”; and the name, address and telephone number of your bank, brokerage firm or other nominee that is the stockholder of record for your shares of our common stock; and (ii) an original signed “legal proxy” from your bank, brokerage firm or other nominee giving you the right to vote the shares at the special meeting.

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers are intended to address briefly some commonly asked questions regarding the merger, the merger agreement and the special meeting. These questions and answers may not address all questions that may be important to you as a stockholder of Microsemi. Please refer to the “Summary” beginning on page 1 and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement, which you should read carefully and in their entirety. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under “Where You Can Find More Information” beginning on page 99.

Q.

Why am I receiving this proxy statement and proxy card or voting instruction form?

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A.

You are receiving this proxy statement and proxy card or voting instruction form because you own shares of our common stock. This proxy statement describes matters on which we urge you to vote and is intended to assist you in deciding how to vote your shares of our common stock with respect to such matters.

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Q.

What am I being asked to vote on at the special meeting?

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A.

At the special meeting, holders of our common stock will be asked to consider and vote on the following proposals: (i) to adopt the merger agreement (Proposal 1 on your proxy card), (ii) to approve, by non-binding, advisory vote, certain compensation arrangements for Microsemi’s named executive officers in connection with the merger (Proposal 2 on your proxy card) and (iii) to approve the adjournment of the special meeting from time to time, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the merger proposal or in the absence of a quorum (Proposal 3 on your proxy card).

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Q.

How does the Board recommend that I vote?

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A.

The Board recommends that you vote (i) “FOR” approval of the merger proposal (Proposal 1 on your proxy card), (ii) “FOR” approval of the proposal to approve, by non-binding, advisory vote, certain compensation arrangements for Microsemi’s named executive officers in connection with the merger (Proposal 2 on your proxy card) and (iii) “FOR” approval of the proposal to approve the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger proposal or in the absence of a quorum (Proposal 3 on your proxy card).

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Q.

When and where is the special meeting?

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A.

The special meeting of stockholders of Microsemi will be held at our corporate offices located at One Enterprise, Aliso Viejo, California 92656 on May 22, 2018 at 10:00 a.m., local time.

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Q.

Who can vote at the special meeting?

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A.

Only holders of record of our common stock as of the close of business on April 10, 2018, the record date for the special meeting are entitled to receive notice of, and to vote at (in person or by proxy), the special meeting and any adjournments or postponements thereof. Please note that if you are a beneficial owner and wish to vote in person at the special meeting, you must provide a “legal proxy” from your bank, brokerage firm or other nominee that is the stockholder of record for your shares of our common stock giving you the right to vote the shares at the special meeting. Such a legal proxy is not the form of proxy enclosed with this proxy statement.

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Q.

How many votes do I have?

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A.

Each holder of our common stock is entitled to cast one vote on each matter properly brought before the special meeting for each share of our common stock that such holder owned as of the record date of April 10, 2018. As of the close of business on the record date, there were 117,956,110 outstanding shares of common stock.

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Q.

What is a quorum?

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A.

The presence at the special meeting, in person or represented by proxy, of the holders of a majority of our common stock issued and outstanding and entitled to vote at the special meeting, constitutes a quorum for the transaction of business at the special meeting. Once a share is represented at the special meeting, it will be counted for the purpose of determining a quorum at the special meeting. Shares of our common stock represented at the special meeting but not voted, including shares of our common stock for which proxies have been received but for which stockholders have abstained, will be treated as present at the special meeting for purposes of determining the presence or absence of a quorum for the transaction of all business. Broker non-votes will not be counted for the purpose of determining the presence of a quorum.

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In the event that a quorum is not present at the special meeting, we expect to adjourn or postpone the special meeting until we solicit enough proxies to obtain a quorum.

Q.

How do I vote?

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A.

Stockholder of Record.    If you are a stockholder of record and your shares are registered directly in your name, you may have your shares of our common stock voted on matters presented at the special meeting in any of the following ways:

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In Person .   You may attend the special meeting and cast your vote there. Even if you plan to attend the meeting, it is desirable that you vote in advance of the meeting.

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By Proxy .   Stockholders of record have a choice of voting by proxy:

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Over the Internet:    Stockholders may submit proxies via the Internet by following the instructions provided in the enclosed proxy card. Your shares will be voted according to your instructions. You must submit your Internet proxy before 9:00 p.m., Pacific Daylight Time, on May 21, 2018, the day before the special meeting, for your proxy to be valid and your vote to count;

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By Telephone:    Call (800) 652-8683, toll-free from the United States, Canada and Puerto Rico, and follow the recorded instructions. You must specify how you want your shares voted and confirm your vote at the end of the call or your telephone vote cannot be completed. Your shares will be voted according to your instructions. You must submit your telephonic proxy before 9:00 p.m., Pacific Daylight Time, on May 21, 2018, the day before the special meeting, for your proxy to be valid and your vote to count; or

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By Mail:    Complete and sign the enclosed proxy card and mail it in the accompanying pre-addressed envelope. Your shares will be voted according to your instructions. Your proxy card must be received by May 21, 2018, the day before the special meeting, for your proxy to be valid and your vote to count.

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Beneficial Owner .   If you are a beneficial owner, please refer to the instructions provided by your bank, brokerage firm or other nominee in order to instruct your bank, brokerage firm or other nominee on how to vote your shares. To attend the meeting in person (regardless of whether you intend to vote your shares in person at the meeting), you must obtain an admission ticket in advance of the meeting by following the instructions under “The Special Meeting — Attendance” beginning on page 24 of this proxy statement. Please note that if you are a beneficial owner and wish to vote in person at the special meeting, you must provide a “legal proxy” from the bank, brokerage firm or other nominee that is the stockholder of record for your shares of our common stock giving you the right to vote the shares at the meeting.

Q.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

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A.

If your shares of our common stock are registered directly in your name with our transfer agent, Computershare Shareowner Services LLC. (which we refer to as Computershare), you are considered, with respect to those shares of our common stock, the stockholder of record. This proxy statement

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and proxy card have been sent directly to you by Microsemi. As the stockholder of record, you have the right to vote in person at the meeting or to grant your voting rights directly to Microsemi or to a third party by a proxy duly executed or transmitted in a manner in accordance with applicable law.

If your shares of our common stock are held in “street name” through a bank, brokerage firm or other nominee, you are considered the beneficial owner of those shares. In that case, this proxy statement has been forwarded to you by your bank, brokerage firm or other nominee who is considered, with respect to those shares of our common stock, the stockholder of record. As the beneficial owner, you have the right to direct your bank, brokerage firm or other nominee how to vote your shares by following their instructions for voting. Your bank, brokerage firm or other nominee should send you, as the beneficial owner, a package describing the procedure for voting your shares (see also the Q&A entitled “If my shares of common stock are held in “street name” by my bank, brokerage firm or other nominee, will my bank, brokerage firm or other nominee vote my shares of common stock for me?” below for a discussion on how your bank, brokerage firm or other nominee will vote your shares if you do not provide instructions).

Q.

How can I change or revoke my vote?

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A.

You have the right to revoke a proxy. If your shares are registered directly in your name, you may revoke your proxy or change your vote before the special meeting. To do so, you must do one of the following:

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Vote over the Internet or by telephone as instructed above. Only your latest Internet or telephone vote is counted. You may not change your vote over the Internet or by telephone after 9:00 p.m., Pacific Daylight Time, on May 21, 2018.

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Sign a revocation of proxy or a new proxy and mail it in the accompanying pre-addressed envelope. Only your latest dated, valid proxy received not later than May 21, 2018 will be counted.

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Attend the special meeting and request that your proxy be revoked and/or vote in person as instructed above. Attending the special meeting will not revoke your Internet vote, telephone vote or proxy, as the case may be, unless you specifically request it.

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If you hold shares in “street name” through a bank, brokerage firm or other nominee, you should contact your bank, broker or other nominee to determine how to revoke or change your voting instruction form.

Q.

What is a proxy?

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A proxy is your legal designation of another person, referred to as a “proxy,” to vote your shares of our common stock. The written document describing the matters to be considered and voted on at the special meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares of our common stock is called a “proxy card.”

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Q.

If a stockholder gives a proxy, how are the shares of common stock voted?

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If you vote by proxy, regardless of the method you choose to vote, the individuals named on the enclosed proxy card, and each of them, with full power of substitution, will vote your shares of our common stock in the way that you indicate. When completing the Internet or telephone processes or the proxy card, you may specify whether your shares of our common stock should be voted “FOR” or “AGAINST” or to “ABSTAIN” from voting on all, some or none of the specific items of business to come before the special meeting.

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If you are a holder of record and you properly sign your proxy card but do not mark the boxes showing how your shares of our common stock should be voted on a matter, the shares of our common stock represented by your properly signed proxy will be voted “FOR” approval of the proposal to adopt the merger agreement, “FOR” approval of the proposal to approve, by non-binding,

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advisory vote, certain compensation arrangements for Microsemi’s named executive officers in connection with the merger and “FOR” approval of the proposal to approve the adjournment of the special meeting from time to time, if necessary or appropriate, including to solicit additional proxies or in the absence of a quorum.

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Who will solicit and pay the cost of soliciting proxies?

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Microsemi has engaged D.F. King & Co., Inc. (which we refer to as the proxy solicitor) to assist in the solicitation of proxies for the special meeting. Microsemi estimates that it will pay the proxy solicitor a fee of  $15,000. Microsemi has also agreed to reimburse the proxy solicitor for certain reasonable and documented fees and expenses and will indemnify the proxy solicitor and all of its directors, officers, employees and agents against certain claims, expenses, losses, damages and/or liabilities. Microsemi may also reimburse banks, brokers or their agents for their expenses in forwarding proxy materials to beneficial owners of our common stock. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

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Q.

How are votes counted?

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For the proposal to adopt the merger agreement, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions and broker non-votes will have the same effect as votes “AGAINST” approval of the proposal to adopt the merger agreement.

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For the proposal to approve, by non-binding, advisory vote, the merger-related executive compensation and the adjournment proposal you may vote “FOR,” “AGAINST” or “ABSTAIN.” Broker non-votes will not have an effect on these proposals.; however, abstentions will have the same effect as a vote “AGAINST” such proposals.

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Who will count the votes?

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The votes will be counted by the inspector of elections appointed for the special meeting.

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Q.

What do I do if I receive more than one proxy or set of voting instructions?

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If you received more than one proxy card, your shares are likely registered in different names or with different addresses or are in more than one account. You must separately vote the shares shown on each proxy card that you received in order for all of your shares to be voted at the meeting.

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Q.

If my shares of common stock are held in “street name” by my bank, brokerage firm or other nominee, will my bank, brokerage firm or other nominee vote my shares of common stock for me?

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Your bank, brokerage firm or other nominee will only be permitted to vote your shares of our common stock if you instruct your bank, brokerage firm or other nominee how to vote. You should follow the procedures provided by your bank, brokerage firm or other nominee regarding the voting of your shares of our common stock. Banks, brokerage firms or other nominees who hold shares in “street name” for customers generally have the authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokerage firms and other nominees are precluded from exercising their voting discretion with respect to approving non-routine matters, such as the merger proposal, the proposal to approve, on a non-binding, advisory basis, certain compensation arrangements for Microsemi’s named executive officers in connection with the merger, and the adjournment proposal. As a result, absent specific instructions from the beneficial owner of such shares of our common stock, banks, brokerage firms or other nominees are not empowered to vote those shares of our common stock on non-routine matters (which we refer to as broker non-votes). If you do not instruct your bank, brokerage firm or other nominee to vote your shares of our common stock, your shares of our common stock will not be voted, and as broker non-votes, the effect will be the same as a vote “AGAINST” approval of the proposal to adopt the merger agreement, and your shares of our common stock will not have an effect on either the proposal to approve, by non-binding, advisory vote, the merger-related executive compensation or the adjournment proposal.

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Q.

Why am I being asked to consider and vote on a proposal to approve, by non-binding, advisory vote, certain compensation arrangements for Microsemi’s named executive officers in connection with the merger?

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A.

Under SEC rules, we are required to seek a non-binding, advisory vote with respect to the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the merger, or “golden parachute” compensation.

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Q.

What will happen if Microsemi’s stockholders do not approve the proposal to approve, by non-binding, advisory vote, certain compensation arrangements for Microsemi’s named executive officers in connection with the merger?

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The vote on the proposal to approve the merger-related executive compensation is a vote separate and apart from the vote to adopt the merger agreement. Accordingly, a stockholder may vote to approve the proposal to approve the merger-related executive compensation and vote not to adopt the merger agreement and vice versa. Because the vote on the proposal to approve the merger-related executive compensation is advisory in nature only, it will not be binding on Microsemi, Microchip or the surviving corporation in the merger. Accordingly, if the merger agreement is approved by Microsemi’s stockholders and the merger is completed, the merger-related compensation may be paid to Microsemi’s named executive officers to the extent payable in accordance with the terms of their compensation agreements and arrangements even if the stockholders do not approve the proposal to approve the merger-related executive compensation.

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Q.

What vote is required for Microsemi’s stockholders to approve the merger proposal?

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Approval of the merger proposal requires the affirmative vote of the holders of a majority of the shares of our common stock entitled to vote on the merger proposal.

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If you fail to vote in person at the special meeting, fail to return your proxy card and fail to submit your proxy by telephone or the Internet, or if your shares are held in “street name” by your bank, brokerage firm or other nominee and you fail to instruct your bank, brokerage firm or other nominee to vote, that will have the same effect as a vote “AGAINST” approval of the merger proposal.

Q.

What vote of our stockholders is required to approve the proposal to approve, by non-binding, advisory vote, certain compensation arrangements for Microsemi’s named executive officers in connection with the merger?

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A.

The non-binding, advisory vote on the proposal to approve the merger-related executive compensation requires the affirmative vote of the holders of a majority of the shares of common stock present in person or represented by proxy at the special meeting and entitled to vote on the subject matter. If your shares of our common stock are present at the special meeting but are not voted to approve the proposal to approve the merger-related executive compensation, or if you vote to abstain on the proposal, that will have the same effect as a vote “AGAINST” the merger-related executive compensation proposal. If you fail to attend the special meeting in person, fail to return your proxy card and fail to submit your proxy by telephone or the Internet, or if your shares are held in “street name” by your bank, brokerage firm or other nominee and you fail to instruct your bank, brokerage firm or other nominee to vote, that will not have an effect on the proposal to approve the merger-related executive compensation.

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Q.

What vote of our stockholders is required to approve the adjournment proposal?

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A.

Approval of the adjournment proposal requires the affirmative vote of the holders of a majority of the shares of common stock present in person or represented by proxy at the special meeting and entitled to vote on the subject matter. If your shares of our common stock are present at the special meeting but are not voted to approve the adjournment proposal, or if you vote to abstain on the proposal, that will have the same effect as a vote “AGAINST” the adjournment proposal. If you fail to attend the special meeting in person, fail to return your proxy card and fail to submit your proxy by telephone or the Internet, or if your shares are held in “street name” by your bank, brokerage firm or other nominee and you fail to instruct your bank, brokerage firm or other nominee to vote, that will not have an effect on the adjournment proposal.

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Q.

What is the proposed merger transaction and what effects will it have on Microsemi?

​

A.

The proposed merger transaction is the acquisition of Microsemi by Microchip pursuant to the merger agreement. If the merger proposal is approved by our stockholders and the other closing conditions under the merger agreement have been satisfied or waived, Merger Sub will merge with and into Microsemi, with Microsemi being the surviving corporation. We refer to this transaction as the merger. As a result of the merger, Microsemi will become a wholly owned subsidiary of Microchip and will no longer be a publicly held corporation, and you, as a holder of our common stock, will no longer have any interest in our future earnings or growth. In addition, following the merger, our common stock will be delisted from Nasdaq and deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC on account of our common stock.

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Q.

What will I receive if the merger is completed?

​

A.

Upon completion of the merger, you will be entitled to receive the merger consideration of  $68.78 in cash, without interest, less any applicable withholding taxes, for each share of our common stock that you own, unless you have properly exercised, and not withdrawn or otherwise lost, your appraisal rights under the DGCL with respect to such shares. For example, if you own 100 shares of our common stock, you will receive $6,878 in cash in exchange for your shares of our common stock, less any applicable withholding taxes. You will not own any shares of the capital stock in the surviving corporation. Please do NOT return any stock certificates you hold with your proxy.

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Q.

How does the merger consideration compare to the market price of our common stock prior to media speculation regarding a potential sale transaction?

​

A.

The merger consideration of  $68.78 per share represents (i) a premium of approximately 17% to $58.97 per share, the closing stock price on January 22, 2018, the last full trading day prior to media speculation regarding a potential sale transaction involving Microsemi, (ii) a premium of approximately 22% to $56.33 per share, the six-month volume-weighted average closing price of our common stock as of March 1, 2018, the last trading day prior to the public announcement of the execution of the merger agreement and (iii) a premium of approximately 7% to $64.30 per share, the closing price of our common stock on March 1, 2018, the last trading day prior to the public announcement of the execution of the merger agreement.

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Q.

What will holders of Microsemi equity-based and performance awards receive in the merger?

​

A.

At the effective time of the merger, each Microsemi stock option and stock appreciation right (or portion thereof) outstanding immediately prior to the effective time of the merger (whether vested or unvested) will be assumed by Microchip and converted into a Microchip option or stock appreciation right with respect to a number of shares of Microchip common stock equal to the product of  (i) the number of shares of Microsemi common stock subject to the Microsemi stock option or stock appreciation right immediately prior to the effective time of the merger and (ii) the equity award exchange ratio (rounded down to the nearest whole share). The exercise or base price per share of each assumed option or stock appreciation right will equal the exercise or base price per share of Microsemi common stock under such award immediately prior to the effective time of the merger divided by the equity award exchange ratio (rounded up to the nearest whole cent). Each assumed option or stock appreciation right will otherwise be subject to the same terms and conditions that were applicable to the award immediately prior to the effective time of the merger, including the same vesting schedule and any applicable accelerated vesting provisions. The “equity award exchange ratio” is the quotient obtained by dividing $68.78 by the average closing price for a share of Microchip common stock (rounded to the nearest one-tenth of a cent as reported on Nasdaq) for the ten most recent days ending on the last trading day immediately prior to the effective time of the merger.

​

At the effective time of the merger, each Microsemi RSU award that is outstanding immediately prior to the effective time of the merger, to the extent unvested (after giving effect to any acceleration of vesting in connection with the merger pursuant to the terms of the award), will be assumed by Microchip and converted into a Microchip RSU, with the number of shares of Microchip common stock subject to assumed RSUs equal to the product of  (i) the number of shares of Microsemi

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common stock subject to the unvested Microsemi RSU award as of immediately prior to the effective time of the merger and (ii) the equity award exchange ratio (rounded down to the nearest whole share). Each assumed RSU will otherwise be subject to the same terms and conditions that were applicable to such award immediately prior to the effective time of the merger, including the same vesting schedule and any applicable accelerated vesting provisions.

At the effective time of the merger, each Microsemi RSU award that is outstanding and unsettled immediately prior to the effective time of the merger and that is vested or will vest in connection with the merger pursuant to the terms of the award will be cancelled and converted into the right to receive (without interest and less applicable withholding taxes) an amount in cash equal to the number of shares subject to the vested RSU award multiplied by $68.78. The cash amount will be paid on or reasonably promptly after the applicable vesting date.

At the effective time of the merger, each Microsemi PSU award outstanding immediately prior to the effective time of the merger will be vested immediately prior to the effective time of the merger as to a percentage of the total number of shares of Microsemi common stock subject to the award as determined by the Compensation Committee of the Board (which percentage will in no event be less than 100% of the target number of shares subject to the award or greater than the maximum possible vesting percentage under the terms of the award). Each such vested Microsemi PSU will be cancelled and converted into the right to receive (without interest and less applicable withholding taxes) an amount in cash equal to the number of vested PSUs (after giving effect to the foregoing determination by the Compensation Committee) multiplied by $68.78.

At the effective time of the merger, each share of Microsemi Restricted Stock will be cancelled and converted into the right to receive an amount in cash equal to $68.78 (less applicable withholding taxes), which will be subject to the same vesting requirements and other terms and conditions that were applicable to such Restricted Stock award immediately prior to the effective time of the merger (including any vesting or acceleration provisions provided with respect to the award).

Microsemi and Microchip may, prior to the effective time of the merger, agree that any outstanding stock option, stock appreciation right, RSU, PSU or Restricted Stock award that is subject to the laws of a non-U.S. jurisdiction be treated in a manner other than as set forth above, to the extent that Microsemi and Microchip reasonably and in good faith determine that (A) the manner in which such award would otherwise be treated would result in a violation of applicable laws or a materially adverse tax consequence to the individual holding such award in the applicable non-U.S. jurisdiction, (B) such different treatment is necessary to comply with such applicable laws and (C) such different treatment is, to the maximum extent practicable, consistent with the applicable provisions of the merger agreement.

Q.

When do you expect the merger to be completed?

​

A.

We are working towards completing the merger as soon as possible. Assuming timely receipt of required regulatory approvals and satisfaction of other closing conditions, including approval by our stockholders of the merger proposal, we anticipate that the merger will be completed in June 2018.

​

Q.

When will stockholders receive the merger consideration?

​

A.

Immediately following the effective time of the merger, Microchip will deposit, or will cause to be deposited, with a payment agent selected by Microchip and reasonably acceptable to Microsemi (which we refer to as the payment agent), for the benefit of the holders of shares of our common stock, a cash amount in immediately available funds necessary to pay the aggregate merger consideration payable to our stockholders and, to the extent not previously deposited by Microsemi with another financial institution, the consideration payable to our equity-based and performance-based award holders as a result of the merger.

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Promptly after the effective time of the merger, and in any event within five business days thereafter, Microchip and the surviving corporation will cause the payment agent to mail (i) to each of our stockholders of record immediately prior to the effective time of the merger who hold certificated shares of our common stock (other than holders of excluded shares and dissenting shares) (A) a letter of transmittal specifying that delivery will be effected, and risk of loss and title will pass, only upon the

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delivery of the certificates representing shares of our common stock (or affidavits of loss in lieu of such certificates as provided in the merger agreement) to the payment agent, and (B) instructions advising each such holder of record how to surrender his, her or its shares of our common stock in exchange for the merger consideration, and (ii) to each of our stockholders of record immediately prior to the effective time of the merger who hold uncertificated shares of our common stock (other than holders of excluded shares and dissenting shares), a notice that the merger has become effective. The payment agent will pay each holder of record the aggregate merger consideration to which such holder is entitled (i) in the case of certificated shares, after delivery or transfer of such shares by holders of certificated shares and (ii) in the case of uncertificated shares, without any action on the part of the person in whose name such uncertificated shares are registered. Interest will not be paid or accrue in respect of the merger consideration. From the effective time until the surrender or transfer of certificates or book-entry shares, as the case may be, each such certificate or book-entry share will represent only the right to receive in exchange therefor a cash amount (after giving effect to any required tax withholdings) equal to the merger consideration.

Q.

What happens if the merger is not completed?

​

A.

If the merger proposal is not approved by the stockholders of Microsemi or if the merger is not completed for any other reason, the stockholders of Microsemi will not receive any payment for their shares of our common stock in connection with the merger. Instead, Microsemi will remain an independent public company and our common stock will continue to be listed and traded on Nasdaq. Under specified circumstances, Microsemi may be required to reimburse up to $35,000,000 of Microchip’s expenses or pay a $290,000,000 termination fee with respect to the termination of the merger agreement, as described under “The Merger Agreement — Termination Fee” beginning on page 81.

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Q.

What conditions must be satisfied to complete the merger?

​

A.

Microsemi, Microchip and Merger Sub are not required to complete the merger unless a number of conditions are satisfied or waived. These conditions include, among others: (i) the affirmative vote of the holders of a majority of the outstanding shares of our common stock to adopt the merger agreement will have been obtained; (ii) all waiting periods (and extensions thereof) applicable to the transactions contemplated by the merger agreement under the HSR Act will have expired or been terminated and all other applicable antitrust, competition or merger control or regulatory consents (as described more particularly in the section entitled “The Merger — Regulatory Approvals” beginning on page 61) will have been received (or been deemed to have been received by virtue of the expiration or termination of any applicable waiting period); (iii) no governmental entity of competent jurisdiction will have (a) enacted, issued, promulgated, entered, enforced or deemed applicable to the merger any material applicable law that is in effect and has the effect of making the consummation of the merger illegal in any jurisdiction or (b) issued or granted any order that has the effect of making the consummation of the merger illegal in any jurisdiction; and (iv) customary conditions in favor of each of the parties regarding the accuracy of the other party’s representations and warranties (subject to customary materiality qualifiers) and the other party’s compliance with its covenants and agreements contained in the merger agreement (subject to customary materiality qualifiers). For a more complete summary of the conditions that must be satisfied or waived prior to the completion of the merger, see “The Merger Agreement — Conditions to the Merger” beginning on page 78.

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Q.

Is the merger expected to be taxable to me?

​

A.

Yes. The exchange of shares of our common stock for the merger consideration of  $68.78 per share in cash pursuant to the merger generally will be a taxable transaction to U.S. holders (as defined in the section entitled “The Merger — Material U.S. Federal Income Tax Consequences of the Merger” on page 60) for U.S. federal income tax purposes. If you are a U.S. holder and you exchange your shares of our common stock in the merger for cash, you generally will recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received with respect to such shares and your adjusted tax basis in such shares. We encourage you to read “The Merger — Material U.S.

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Federal Income Tax Consequences of the Merger” beginning on page 60 for a more detailed discussion of the U.S. federal income tax consequences of the merger. You should also consult your tax advisor for a complete analysis of the effect of the merger on your federal, state and local and/or foreign taxes.

Q.

Do any of Microsemi’s directors or officers have interests in the merger that may differ from or be in addition to my interests as a stockholder?

​

A.

In considering the recommendation of the Board with respect to the merger proposal, you should be aware that our directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of our stockholders generally. The Board was aware of and considered these interests, at the time, among other matters, in evaluating and negotiating the merger agreement and the merger, approving the merger agreement and the merger, and in recommending that the merger agreement be adopted by the stockholders of Microsemi. See “The Merger — Interests of Certain Persons in the Merger” beginning on page 55 and “Non-Binding, Advisory Vote on Merger-Related Compensation for Microsemi’s Named Executive Officers” beginning on page 85.

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Q.

What happens if I sell my shares of our common stock before the special meeting?

​

A.

The record date for stockholders entitled to vote at the special meeting is earlier than both the date of the special meeting and the consummation of the merger. If you transfer your shares of our common stock after the record date but before the special meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you transfer your shares, you will retain your right to vote such shares at the special meeting but will transfer the right to receive the merger consideration to the person to whom you transfer your shares.

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Q.

What happens if I sell my shares of common stock after the special meeting but before the effective time of the merger?

​

A.

If you transfer your shares after the special meeting but before the effective time of the merger, you will have transferred the right to receive the merger consideration to the person to whom you transfer your shares. In order to receive the merger consideration, you must hold your shares of our common stock through the completion of the merger.

​

Q.

What do I need to do now?

​

A.

Even if you plan to attend the special meeting, after carefully reading and considering the information contained in this proxy statement, please vote promptly to ensure that your shares are represented at the special meeting. If you hold your shares of our common stock in your own name as the stockholder of record, you may submit a proxy to have your shares of our common stock voted at the special meeting in one of three ways: (i) using the Internet in accordance with the instructions set forth on the enclosed proxy card, (ii) calling toll-free at (800) 652-8683 or (iii) completing, signing, dating and returning the enclosed proxy card in the accompanying postage-paid reply envelope. If you decide to attend the special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted. If you are a beneficial owner, please refer to the instructions provided by your bank, brokerage firm or other nominee in order to instruct your bank, brokerage firm or other nominee on how to vote your shares.

​

Q.

Should I send in my stock certificates now?

​

A.

No. If the merger proposal is approved and the merger is consummated, if you hold certificated shares of our common stock, you will be sent a letter of transmittal promptly, and in any event within five business days of the effective time of the merger, describing how you may exchange your shares of our common stock for the merger consideration. If you hold uncertificated shares of our common stock, your shares will be converted in to the merger consideration following the completion of the merger without any further action by you. If your shares of our common stock are held in “street name” through a bank, brokerage firm or other nominee, you should contact your bank, brokerage firm or

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other nominee for instructions as to how to effect the surrender of your “street name” shares of our common stock in exchange for the merger consideration. See “The Merger — Payment of Merger Consideration and Surrender of Stock Certificates” beginning on page 54. Please do NOT return any stock certificates you hold with your proxy.

Q.

Am I entitled to exercise appraisal rights under the DGCL instead of receiving the merger consideration for my shares of our common stock?

​

A.

Yes. As a holder of our common stock, you are entitled to exercise appraisal rights under Section 262 of the DGCL in connection with the merger if you take certain actions and meet certain conditions, including that you do not vote (in person or by proxy) in favor of adoption of the merger agreement. See “Appraisal Rights” beginning on page 94.

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Q.

Who can help answer any other questions I might have?

​

A.

If you have additional questions about the merger, need assistance in submitting your proxy or voting your shares of our common stock, or need additional copies of the proxy statement or the enclosed proxy card, please contact D.F. King & Co., Inc., our proxy solicitor, by calling (212) 269-5550 if you are a bank or broker or, for all others, calling toll-free at (888) 887-0082 or using the contact information below.

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D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Banks and Brokers Call: (212) 269-5550
All Others Call Toll-free: (888) 887-0082
Email: MSCC@dfking.com

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement and the other documents referenced herein, whether written or oral, relating to future events or our future performance, including any discussion, expressed or implied, including statements made herein, regarding the completion of the merger, the expected timing of the merger closing, the potential benefits and risks of the merger, our anticipated growth, operating results, future earnings per share, plans, objectives, the impact of our investments in sales-building initiatives and operational capabilities on future sales and earnings, contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (which we refer to as the Securities Act), and Section 21E of the Exchange Act. All statements other than statements of historical or current facts included in this proxy statement are forward-looking statements. These statements are often identified by the words “believe,” “expect,” “may,” “anticipate,” “intend,” “estimate,” “project,” “plan,” “assume,” “seek to” or other similar expressions, whether in the negative or the affirmative, that are not statements of historical fact.

These forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties, and assumptions that are difficult to predict and many of which we have no control over. You should not place undue reliance on our forward-looking statements. These factors, risks and uncertainties include, but are not limited to, the following: (1) the conditions to the completion of the merger may not be satisfied, or the regulatory approvals required for the merger may not be obtained on the terms expected or on the anticipated schedule; (2) the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the merger; (3) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement between the parties to the merger; (4) the effect of the announcement or pendency of the merger on our business relationships, operating results, and business generally; (5) risks that the proposed merger disrupts our current plans and operations and potential difficulties in our employee retention as a result of the proposed merger; (6) risks related to diverting management’s attention from our ongoing business operations; (7) the outcome of any legal proceedings that may be instituted against us related to the merger or the merger agreement; (8) the amount of the costs, fees, expenses and other charges related to the merger; (9) general economic conditions, particularly those in the semiconductor technology sector; (10) the trading price of our common stock; and (12) other factors discussed from time to time in our reports filed with the SEC, including the factors discussed in Item 1A of Microsemi’s 2017 Annual Report on Form 10-K as filed with the SEC on November 14, 2017 and Microsemi’s Quarterly Report on Form 10-Q as filed with the SEC on January 26, 2018 for the fiscal quarter ending December 31, 2017 and subsequent SEC filings, which are available at http://www.sec.gov.

Forward-looking statements reflect the views and assumptions of management as of the date of this proxy statement (unless specified otherwise) with respect to future events. Microsemi does not undertake, and hereby disclaims, any obligation, unless required to do so by applicable securities laws, to update any forward-looking statements, whether as a result of new information, future events or other factors. The inclusion of any statement in this proxy statement does not constitute an admission by Microsemi or any other person that the events or circumstances described in such statement are material.

You are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date of this proxy statement (unless specified otherwise) or, in the case of documents referred to or incorporated by reference, the dates of those documents.

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PARTIES TO THE MERGER

Microsemi

Microsemi Corporation
One Enterprise
Aliso Viejo
California 92656
Telephone: (949) 380-6100

Microsemi, a Delaware corporation, offers a comprehensive portfolio of semiconductor and system solutions for aerospace and defense, communications, data center 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; enterprise storage and communication solutions, security technologies and scalable anti-tamper products; Ethernet solutions; Power-over-Ethernet ICs and midspans; as well as custom design capabilities and services.

Microsemi’s common stock is listed on Nasdaq under the symbol “MSCC.”

Microchip

Microchip Technology Incorporated
2355 W. Chandler Blvd.
Chandler
Arizona 85224
Telephone: (480) 792-7200

Microchip, a Delaware corporation, is a leading provider of microcontroller, mixed-signal, analog and Flash-IP solutions, providing low-risk product development, lower total system cost and faster time to market for thousands of diverse customer applications worldwide. Headquartered in Chandler, Arizona, Microchip offers outstanding technical support along with dependable delivery and quality.

Microchip’s common stock is listed on Nasdaq under the symbol “MCHP.”

Merger Sub

Maple Acquisition Corporation
2355 W. Chandler Blvd.
Chandler
Arizona 85224
Telephone: (480) 792-7200

Merger Sub, a Delaware corporation and wholly owned subsidiary of Microchip, was incorporated for the purpose of consummating the transactions contemplated by the merger agreement. Prior to the effective time of the merger, Merger Sub will have engaged in no other business activities and will have incurred no liabilities or obligations other than those contemplated by the merger agreement. Upon the completion of the merger, Merger Sub’s separate corporate existence will cease and Microsemi will continue as the surviving corporation.

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THE SPECIAL MEETING

Date, Time and Place of the Special Meeting

This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by the Board for use at the special meeting to be held at our corporate offices located at One Enterprise, Aliso Viejo, California 92656 on May 22, 2018 at 10:00 a.m., local time, or at any adjournment or postponement thereof.

Purpose of the Special Meeting

At the special meeting, holders of our common stock will be asked to consider and vote on the following proposals:

•

to adopt the merger agreement (Proposal 1 on your proxy card) (which we refer to as the merger proposal);

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•

to approve, by non-binding, advisory vote, certain compensation arrangements for Microsemi’s named executive officers in connection with the merger (Proposal 2 on your proxy card) (which we refer to as the proposal to approve the merger-related executive compensation); and

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•

to approve the adjournment of the special meeting from time to time, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the merger proposal or in the absence of a quorum (Proposal 3 on your proxy card) (which we refer to as the adjournment proposal).

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The Board recommends that you vote “FOR” each of the above proposals.

Our stockholders must approve the merger proposal in order for the merger to occur. If our stockholders fail to approve the merger proposal, the merger will not occur. A copy of the merger agreement is attached as Annex A to this proxy statement, which we encourage you to read carefully and in its entirety.

The non-binding, advisory vote on the proposal to approve the merger-related executive compensation is a vote separate and apart from the vote to adopt the merger agreement. Accordingly, a stockholder may vote to approve the proposal to approve the merger-related executive compensation and vote not to adopt the merger agreement and vice versa. Because the vote on the proposal to approve the merger-related executive compensation is advisory in nature only, it will not be binding on Microsemi, Microchip or the surviving corporation in the merger. Accordingly, if the merger agreement is adopted by Microsemi’s stockholders and the merger is completed, the merger-related compensation may be paid to Microsemi’s named executive officers to the extent payable in accordance with the terms of their compensation agreements and arrangements even if the stockholders do not approve the proposal to approve the merger-related executive compensation.

Record Date and Quorum

The Board has fixed the close of business on April 10, 2018 as the record date for determination of stockholders entitled to receive notice of, and to vote at, the special meeting, and any adjournments or postponements thereof. Only holders of record of our common stock as of the close of business on the record date are entitled to receive notice of, and to vote at (in person or by proxy), the special meeting and at any adjournment or postponement thereof.

As of the close of business on the record date, there were 117,956,110 shares of common stock outstanding. Each holder of our common stock is entitled to cast one vote per such share on each matter properly brought before the special meeting for each share of our common stock that such holder owned as of the record date.

The presence at the special meeting, in person or represented by proxy, of the holders of a majority of the shares of our common stock issued and outstanding and entitled to vote at the special meeting constitutes a quorum for the transaction of business at the special meeting. Once a share is represented at

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the special meeting, it will be counted for the purpose of determining a quorum at the special meeting. Shares of our common stock represented at the special meeting but not voted, including shares of our common stock for which proxies have been received but for which stockholders have abstained, will be treated as present at the special meeting for purposes of determining the presence or absence of a quorum for the transaction of all business. Broker non-votes (as defined below) will not be counted for the purpose of determining the presence of a quorum. Your vote is very important, regardless of the number of shares of our common stock you own. Because stockholders cannot take any action at the meeting (other than to adjourn the meeting) unless a majority of our common stock issued and outstanding and entitled to vote thereat is represented, it is important that you attend the meeting in person or are represented by proxy at the meeting.

In the event that a quorum is not present at the special meeting, we expect to adjourn or postpone the special meeting until we solicit enough proxies to obtain a quorum.

Attendance

Only stockholders of record, their duly appointed proxy holders and our guests may attend the special meeting. To gain admittance, please bring the admission ticket with you to the meeting. If your shares of our common stock are held in “street name” through a bank, brokerage firm or other nominee, please send a written request for an admission ticket to our Secretary at One Enterprise, Aliso Viejo, California 92656, Attn: Secretary. Please include the following information with your request: (i) a signed cover letter stating your name and complete mailing address, including daytime and evening telephone numbers; that you are requesting an admission ticket; the number of shares that you own in “street name”; and the name, address and telephone number of your bank, brokerage firm or other nominee that is the stockholder of record for your shares of our common stock and (ii) an original signed “legal proxy” from your bank, brokerage firm or other nominee giving you the right to vote the shares at the special meeting. If you are the representative of a corporate or institutional stockholder, you must present valid photo identification along with proof that you are the representative of such stockholder. Please note that cameras, recording devices and other electronic devices will not be permitted at the special meeting.

Vote Required

Approval of the merger proposal requires the affirmative vote of the holders of a majority of the shares of our common stock entitled to vote on the merger proposal. For the merger proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions will not be counted as votes cast in favor of the merger proposal, but will count for the purpose of determining whether a quorum is present. Your vote is very important, regardless of the number of shares of our common stock you own. Because stockholders cannot take any action at the meeting (other than to adjourn the meeting) unless a majority of our common stock issued and outstanding entitled to vote thereat is represented, it is important that you attend the meeting in person or are represented by proxy at the meeting. If you fail to vote in person at the special meeting, fail to return your proxy card and fail to submit your proxy by telephone or the Internet, or if your shares are held in “street name” by your bank, brokerage firm or other nominee and you fail to instruct your bank, brokerage firm or other nominee to vote, that will have the same effect as a vote “AGAINST” approval of the merger proposal.

If your shares of our common stock are registered directly in your name with our transfer agent, Computershare, you are considered, with respect to those shares of our common stock, the stockholder of record. This proxy statement and proxy card have been sent directly to you by Microsemi. As the stockholder of record, you have the right to vote in person at the meeting or to grant your voting rights directly to Microsemi or to a third party by a proxy duly executed or transmitted in a manner in accordance with applicable law.

If your shares of our common stock are held in “street name” through a bank, brokerage firm or other nominee, you are considered the beneficial owner of those shares. In that case, this proxy statement has been forwarded to you by your bank, brokerage firm or other nominee who is considered, with respect to those shares of our common stock, the stockholder of record. As the beneficial owner, you have the right to direct your bank, brokerage firm or other nominee how to vote your shares by following their instructions for voting. Your bank, brokerage firm or other nominee should send you, as the beneficial owner, a package describing the procedure for voting your shares.

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Banks, brokerage firms or other nominees who hold shares in “street name” for customers generally have the authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokerage firms and other nominees are precluded from exercising their voting discretion with respect to approving non-routine matters, such as the merger proposal, the proposal to approve, on a non-binding, advisory basis, certain compensation arrangements for Microsemi’s named executive officers in connection with the merger and the adjournment proposal. As a result, absent specific instructions from the beneficial owner of such shares of our common stock, banks, brokerage firms or other nominees are not empowered to vote those shares of our common stock on non-routine matters (which we refer to as broker non-votes).

For the purposes of the merger proposal, if you attend the special meeting and abstain on this proposal, or if you have given a proxy and have abstained on this proposal, this will have the same effect as if you voted “AGAINST” approval of the merger proposal. If you do not instruct your bank, brokerage firm or other nominee to vote your shares of our common stock, your shares of our common stock will not be voted, and as broker non-votes, the effect will be the same as a vote “AGAINST” approval of the merger proposal.

Approval of each of the proposal to approve, by non-binding, advisory vote, certain compensation arrangements for Microsemi’s named executive officers in connection with the merger and the adjournment proposal requires the affirmative vote of the holders of a majority of the stock present in person or represented by proxy at the special meeting and entitled to vote on the subject matter. For each proposal, you may vote “FOR , ” “AGAINST” or “ABSTAIN.” For purposes of each of these proposals, if you attend the special meeting and abstain on such proposal, or if you have given a proxy and abstained on such proposal, that will have the same effect as a vote “AGAINST” such proposal. If you fail to attend the special meeting in person, fail to return your proxy card and fail to submit your proxy by telephone or the Internet, or if your shares are held in “street name” by your bank, brokerage firm or other nominee and you fail to instruct your bank, brokerage firm or other nominee to vote, that will not have an effect on the proposal to approve by non-binding, advisory vote the merger-related executive compensation to the named executive officers or the adjournment proposal.

Voting

If you are a stockholder of record and your shares are registered directly in your name, you may have your shares of our common stock voted on matters presented at the special meeting in any of the following ways:

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In Person .   You may attend the special meeting and cast your vote there. Even if you plan to attend the meeting, it is desirable that you vote in advance of the meeting.

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By Proxy .   Stockholders of record have a choice of voting by proxy:

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Over the Internet:    Stockholders may submit proxies via the Internet by following the instructions provided in the enclosed proxy card. Your shares will be voted according to your instructions. You must submit your Internet proxy before 9:00 p.m., Pacific Daylight Time, on May 21, 2018, the day before the special meeting, for your proxy to be valid and your vote to count.

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By Telephone:    Call (800) 652-8683, toll-free from the United States, Canada and Puerto Rico, and follow the recorded instructions. You must specify how you want your shares voted and confirm your vote at the end of the call or your telephone vote cannot be completed. Your shares will be voted according to your instructions. You must submit your telephonic proxy before 9:00 p.m., Pacific Daylight Time, on May 21, 2018, the day before the special meeting, for your proxy to be valid and your vote to count; or

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By Mail:    Complete and sign the enclosed proxy card and mail it in the accompanying pre-addressed envelope. Your shares will be voted according to your instructions. Your proxy card must be received by May 21, 2018, the day before the special meeting, for your proxy to be valid and your vote to count.

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If you are a beneficial owner of our common stock and your shares are held in “street name,” you should receive instructions from your bank, brokerage firm or other nominee that you must follow in order to have your shares of our common stock voted. Those instructions will identify the specific Internet,

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telephone and/or mail voting options that are available to you in order to have your shares voted. Please note that if you are a beneficial owner and wish to vote in person at the special meeting, you must provide a “legal proxy” from your bank, brokerage firm or other nominee that is the stockholder of record for your shares of our common stock giving you the right to vote the shares at the special meeting. Such a legal proxy is not the form of proxy enclosed with this proxy statement. You will not be able to vote shares you hold in “street name” through a bank, broker or other nominee in person at the special meeting unless you have a legal proxy from that bank, broker or other nominee issued in your name giving you the right to vote your shares.

If you vote by proxy, regardless of the method you choose to vote, the individuals named on the enclosed proxy card, and each of them, with full power of substitution, will vote your shares of our common stock in the way that you indicate. When completing the Internet or telephone processes or the proxy card, you may specify whether your shares of our common stock should be voted “FOR” or “AGAINST” or to “ABSTAIN” from voting on all, some or none of the specific items of business to come before the special meeting.

If you are a holder of record and you properly sign your proxy card but do not mark the boxes showing how your shares of our common stock should be voted on a matter, the shares of our common stock represented by your properly signed proxy will be voted “FOR” approval of the merger proposal, “FOR” approval of the proposal to approve, by non-binding, advisory vote, certain compensation arrangements for Microsemi’s named executive officers in connection with the merger and “FOR” the adjournment proposal. YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF OUR COMMON STOCK YOU OWN. BECAUSE STOCKHOLDERS CANNOT TAKE ANY ACTION AT THE MEETING (OTHER THAN TO ADJOURN THE MEETING) UNLESS A MAJORITY OF OUR COMMON STOCK ISSUED AND OUTSTANDING AND ENTITLED TO VOTE THEREAT IS REPRESENTED, IT IS IMPORTANT THAT YOU ATTEND THE MEETING IN PERSON OR ARE REPRESENTED BY PROXY AT THE MEETING. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE ENCLOSED PROXY CARD IN THE ACCOMPANYING POSTAGE PAID REPLY ENVELOPE, OR SUBMIT YOUR PROXY BY TELEPHONE OR THE INTERNET. IF YOU ATTEND THE SPECIAL MEETING AND VOTE IN PERSON, YOUR VOTE BY BALLOT WILL REVOKE ANY PROXY PREVIOUSLY SUBMITTED.

Voting by Microsemi’s Directors and Executive Officers

As of the record date, the directors and executive officers of Microsemi beneficially owned and were entitled to vote, in the aggregate, 860,090 shares of our common stock (not including any shares of our common stock deliverable upon exercise or conversion of or underlying any options, unvested Microsemi RSU awards or Microsemi PSU awards), representing approximately 0.73% of the outstanding voting power of our common stock. The directors have informed Microsemi that they currently intend to vote all such shares of our common stock “FOR” approval of the merger proposal, “FOR” approval of the proposal to approve, by non-binding, advisory vote, certain compensation arrangements for Microsemi’s named executive officers in connection with the merger and “FOR” the adjournment proposal.

Proxies and Revocation

Any stockholder of record entitled to vote at the special meeting may submit a proxy by telephone, over the Internet or by returning the enclosed proxy card in the accompanying postage-paid reply envelope, or may vote in person by appearing at the special meeting. If your shares of our common stock are held in “street name” through a bank, brokerage firm or other nominee, you should instruct your bank, brokerage firm or other nominee on how to vote your shares of our common stock using the instructions provided by your bank, brokerage firm or other nominee. If you are a beneficial owner and wish to vote in person at the special meeting, you must provide a “legal proxy” from the bank, brokerage firm or other nominee that is the stockholder of record for your shares of our common stock giving you the right to vote the shares at the special meeting. If you fail to vote in person at the special meeting, fail to return your proxy card and fail to submit your proxy by telephone or the Internet, or if your shares are held in “street name” by your bank, brokerage firm or other nominee and you fail to instruct your bank, brokerage firm or other nominee to vote,

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that will have the same effect as a vote “AGAINST” approval of the merger proposal. If you fail to attend the special meeting in person, fail to return your proxy card and fail to submit your proxy by telephone or the Internet, that will not have an effect on the proposal to approve by non-binding, advisory vote the merger-related executive compensation to the named executive officers or the adjournment proposal.

You have the right to revoke a proxy. If your shares are registered directly in your name, you may revoke your proxy or change your vote before the special meeting. To do so, you must do one of the following:

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Vote over the Internet or by telephone as instructed above. Only your latest Internet or telephone vote is counted. You may not change your vote over the Internet or by telephone after 9:00 p.m., Pacific Daylight Time, on May 21, 2018.

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Sign a revocation of proxy or sign a new proxy and mail it in the accompanying postage-paid reply envelope. Only your latest dated, valid proxy received not later than May 21, 2018 will be counted.

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Attend the special meeting and request that your proxy be revoked and/or vote in person as instructed above. Attending the special meeting will not revoke your Internet vote, telephone vote or proxy, as the case may be, unless you specifically request it.

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If you hold shares in “street name” through a bank, brokerage firm or other nominee, you should contact your bank, broker or other nominee to determine how to revoke or change your voting instruction form.

Anticipated Date of Completion of the Merger

We are working towards completing the merger as soon as possible. Assuming timely receipt of required regulatory approvals and satisfaction of other closing conditions, including the approval by our stockholders of the merger proposal, we anticipate that the merger will be completed in June 2018. If our stockholders vote to approve the merger proposal, the merger will become effective as promptly as practicable following the satisfaction or waiver of a number of conditions to the merger, subject to the terms of the merger agreement. See “The Merger Agreement — Closing and Effective Time of the Merger” beginning on page 64.

Rights of Stockholders Who Seek Appraisal

If the merger is completed, Microsemi’s stockholders will be entitled to appraisal rights under Section 262 of the DGCL in connection with the merger. This means that you are entitled to have the fair value of your shares of our common stock determined by the Delaware Court of Chancery and to receive payment based on that valuation in lieu of the merger consideration if you follow exactly the procedures set forth in Section 262 of the DGCL. The ultimate amount you receive in an appraisal proceeding may be less than, equal to or more than the amount you would have received under the merger agreement.

To exercise your appraisal rights, you must submit a written demand for appraisal to Microsemi before the vote is taken on the merger proposal and you must not vote (either in person or by proxy) in favor of the merger proposal. If you fail to follow exactly the procedures set forth in Section 262 of the DGCL, you may lose your appraisal rights. See “Appraisal Rights” beginning on page 94 and the text of the DGCL appraisal rights statute reproduced in its entirety as Annex C to this proxy statement. If you hold your shares of our common stock through a bank, brokerage firm or other nominee and you wish to exercise your appraisal rights, you should consult with your bank, brokerage firm or other nominee to determine the appropriate procedures for the making of a demand for appraisal by your bank, brokerage firm or other nominee. In view of the complexity of the DGCL, stockholders who may wish to pursue appraisal rights should consult their legal and financial advisors promptly.

Adjournments and Postponements

Although it is not currently expected, the special meeting may be adjourned or postponed. We are submitting a proposal for your consideration to approve the adjournment of the special meeting from time to time, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the merger

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proposal or in the absence of a quorum (Proposal 3 on your proxy card). Notwithstanding the adjournment proposal, Microsemi retains full authority to the extent set forth in our by-laws and/or permitted under Delaware law to adjourn the special meeting for any purpose, or to postpone the special meeting before it is convened, without the consent of any stockholder of Microsemi, provided that the merger agreement includes certain limitations on Microsemi’s ability to postpone or adjourn the meeting, as described in the section entitled “Vote on Adjournment” beginning on page 90.

If the special meeting is adjourned, we are not required to give notice of the time and place of the reconvened adjourned meeting if such time and place are announced at the meeting at which the adjournment is taken, unless the adjournment is for more than 30 days or, after the adjournment, the Board fixes a new record date for the special meeting. At any reconvened adjourned meeting, any business may be transacted which might have been transacted at the original convening of the special meeting. All proxies will be voted in the same manner as they would have been voted at the original convening of the special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened meeting.

Solicitation of Proxies; Payment of Solicitation Expenses

Microsemi has engaged D.F. King & Co., Inc. (which we refer to as the proxy solicitor), to assist in the solicitation of proxies for the special meeting. Microsemi estimates that it will pay the proxy solicitor a fee of  $15,000. Microsemi has also agreed to reimburse the proxy solicitor for certain reasonable and documented fees and expenses and will indemnify the proxy solicitor and all of its directors, officers, employees and agents against certain claims, expenses, losses, damages and/or liabilities. Microsemi may also reimburse banks and brokers or their agents for their expenses in forwarding proxy materials to beneficial owners of our common stock. Microsemi’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Questions and Additional Information

If you have questions about the merger, need assistance in submitting your proxy or voting your shares of our common stock, or need additional copies of the proxy statement or the enclosed proxy card, please contact the proxy solicitor by calling (212) 269-5550 if you are a bank or broker or, for all others, calling toll-free at (888) 887-0082, or using the contact information below. Please do NOT send in any stock certificates you hold with your proxy card. After the completion of the merger, if you hold certificated shares, a separate letter of transmittal will be mailed to you promptly, and in any event within five business days, that will enable you to receive the merger consideration in exchange for your shares of common stock. If you hold uncertificated shares of our common stock, your shares will be converted in to the merger consideration following the completion of the merger without any further action by you. If your shares of our common stock are held in “street name” through a bank, brokerage firm or other nominee, you should contact your bank, brokerage firm or other nominee for instructions as to how to effect the surrender of your “street name” shares of our common stock in exchange for the merger consideration. See “The Merger — Payment of Merger Consideration and Surrender of Stock Certificates” beginning on page 54.

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Banks and Brokers Call: (212) 269-5550
All Others Call Toll-free: (888) 887-0082
Email: MSCC@dfking.com

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THE MERGER

This discussion of the merger is qualified in its entirety by reference to the merger agreement, which is attached to this proxy statement as Annex A . You should read the entire merger agreement carefully and in its entirety as it is the legal document that governs the merger.

The merger agreement provides that Merger Sub will merge with and into Microsemi. Microsemi will be the surviving corporation following the merger. As a result of the merger, Microsemi will cease to be a publicly traded company and will become a wholly owned subsidiary of Microchip. You will not own any shares of the capital stock of the surviving corporation.

Merger Consideration

In the merger, each outstanding share of our common stock will automatically be converted into the right to receive an amount in cash equal to $68.78 (which we refer to as the merger consideration), without interest and less any applicable withholding taxes, other than shares of our common stock owned by (i)(x) Microchip or any direct or indirect wholly owned subsidiary of Microchip or (y) Microsemi or any direct or indirect wholly owned subsidiary of Microsemi (which we refer to together as excluded shares); and (ii) stockholders who have not voted in favor of the merger and properly and validly perfected their statutory rights of appraisal in accordance with Section 262 of the DGCL (which we refer to as dissenting shares), which shares will be canceled without payment of any consideration therefor and will cease to exist.

Background of the Merger

The Board and senior management of Microsemi (which we refer to as management) have regularly reviewed Microsemi’s performance, future growth prospects, business strategies, opportunities and challenges as part of their evaluation of Microsemi’s prospects and strategies for enhancing stockholder value. As part of this process, the Board and management have regularly reviewed Microsemi’s strategic direction and business objectives, including strategic opportunities that might be available to Microsemi, such as possible acquisitions, divestitures and business combination transactions.

From time to time, James J. Peterson, Chief Executive Officer and Chairman of the Board, and a senior executive of Party A, a company in the same industry as Microsemi, discussed generally Microsemi’s and Party A’s industry and respective businesses, as well as potential partnering opportunities. In early September 2016, Microsemi received a preliminary non-binding proposal from Party A to purchase all of Microsemi’s outstanding common stock at a price of  $55.00 per share in cash. The Board reviewed the proposal over the course of multiple meetings and determined that this price was too low. Representatives of O’Melveny and Myers LLP (which we refer to as O’Melveny) attended these meetings, and some of these meetings were also attended by representatives of Qatalyst Partners LP (which we refer to as Qatalyst Partners). At the Board’s direction, Mr. Peterson reached out to Party A to request that Party A increase the price offered. The Board also decided to explore strategic alternatives for Microsemi, and Microsemi entered into an engagement letter with Qatalyst Partners as its exclusive financial advisor, with the approval of the Board. In engaging Qatalyst Partners, the Board determined that Qatalyst Partners had the requisite knowledge and experience within the semiconductor sector to advise Microsemi in connection with exploration of strategic alternatives and a successful track record with respect to the transactions on which they had been engaged.

From mid-September through November 2016, representatives of Qatalyst Partners contacted eight strategic parties to inquire whether they might be interested in a business combination transaction with Microsemi. Ultimately, none of these parties chose to enter into discussions with Microsemi. During this time, Microsemi continued discussions and shared information with Party A pursuant to a confidentiality agreement. The confidentiality agreement contained a standstill provision that automatically terminated upon the announcement of a merger involving Microsemi. On November 2, 2016, several media reports suggested that Microsemi was running a sale process. Ultimately Party A never submitted a revised proposal. By early December 2016 it became apparent to Microsemi that Party A was no longer interested in a business combination transaction with Microsemi. On May 8, 2017, Microsemi terminated its engagement letter with Qatalyst Partners.

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On July 27, 2017, a representative from J.P. Morgan Securities LLC (which we refer to as J.P. Morgan), a financial advisor to Microchip, contacted a member of the Board and indicated that Microchip might be interested in exploring a business combination transaction with Microsemi. The member of the Board reported the J.P. Morgan contact to Mr. Peterson, the lead independent director of Microsemi and general counsel of Microsemi, who collectively asked the director to tell J.P. Morgan to suggest that Microchip contact Mr. Peterson directly. Steve Sanghi, Chief Executive Officer and Chairman of the board of directors of Microchip, then reached out to Mr. Peterson, and on September 21, 2017, Mr. Peterson and Steven Litchfield, Executive Vice President and Chief Strategy Officer of Microsemi, met Mr. Sanghi for dinner. At this meeting, Mr. Sanghi expressed Microchip’s interest in a business combination transaction with Microsemi. From late September to November 2017, various communications took place between Mr. Peterson and Mr. Sanghi through which Mr. Sanghi reiterated his interest in a possible business combination transaction between Microsemi and Microchip.

On November 9, 2017, Mr. Sanghi sent a letter to Mr. Peterson and the Board containing a preliminary non-binding proposal from Microchip to purchase all of Microsemi’s outstanding common stock at a price of  $63.00 per share, “approximately” 35% to 40% of which would be paid in Microchip common stock and the remainder of which would be paid in cash. No exchange ratio was specified.

On November 13, 2017, the Board held a telephonic meeting to discuss the Microchip proposal and whether Microsemi should explore strategic alternatives. Members of Microsemi management and representatives of O’Melveny and Qatalyst Partners also attended the meeting. Mr. Peterson described for the Board his discussions with Mr. Sanghi that preceded Microchip’s proposal. Representatives of Qatalyst Partners then discussed with the Board Microsemi’s potential consideration of strategic alternatives, reviewing with the Board other potential strategic partners and various financial aspects of a potential business combination transaction involving Microsemi (including one with Microchip). Representatives of Qatalyst Partners also discussed with the Board the current state of the semiconductor industry, including the current mergers and acquisitions landscape and the challenges presently facing Microsemi, as well as the opportunities available to Microsemi. Representatives of Qatalyst Partners also reviewed Microsemi’s stock price performance over time as compared to its peers and other benchmarks. Following these discussions, the Board determined to initiate a review of strategic alternatives, including a potential business combination transaction. Representatives from O’Melveny then reviewed with the Board a presentation on the Board’s fiduciary duties, including with respect to the consideration of a possible business combination transaction. After a discussion, the Board decided to re-engage Qatalyst Partners under the terms of its 2016 engagement letter and to have Qatalyst Partners approach other potential strategic partners on behalf of Microsemi.

During the remainder of November 2017, representatives of Qatalyst Partners approached ten potential strategic partners, including Party A, regarding their interest in a potential business combination transaction with Microsemi. They did not approach Microchip at this time because Microchip had already submitted a proposal. From mid-November to early December 2017, three of these potential partners, which we refer to as Party B, Party C and Party D, expressed interest in meeting with management and entered into confidentiality agreements with Microsemi, as did Microchip. Each of these confidentiality agreements contained standstill provisions that automatically terminated upon the execution of a merger involving Microsemi. Party A indicated that it was not interested in a meeting with Microsemi’s management.

On November 21, 2017, the Board held a telephonic meeting to discuss the recent communications with Microchip and other potential partners. Members of management and representatives of O’Melveny also attended the meeting. Mr. Peterson updated the Board on communications with Microchip and the other potential strategic partners contacted by representatives of Qatalyst Partners. Mr. Peterson indicated that of the ten potential strategic partners that had been contacted by representatives of Qatalyst Partners, plus Microchip, three had declined a meeting, three were interested in a meeting, and five were still in the process of determining their level of interest. Members of management also provided an update on the management presentation to be given to potential bidders.

On November 29, 2017, Messrs. Peterson and Litchfield had dinner with the Chief Financial Officer of Party B and discussed a potential business combination transaction between Microsemi and Party B, including the parties’ respective businesses and potential deal structure and regulatory issues. Also on

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November 29, 2017, members of management approached an additional potential strategic partner regarding a potential business combination transaction with Microsemi. That potential strategic partner indicated that it would likely choose not to enter into discussions with Microsemi.

On November 30, 2017, Messrs. Peterson and Litchfield had lunch with Mr. Sanghi and Ganesh Moorthy, President and Chief Operating Officer of Microchip, to continue discussions regarding a potential strategic transaction between Microsemi and Microchip as well as Microsemi’s and Microchip’s respective businesses.

During the week of December 4, 2017, each of Microchip, Party B, Party C and Party D and their respective financial advisors attended presentations given by management regarding Microsemi’s business, including certain projections and estimates of future financial and operating performance with respect to Microsemi’s second, third and fourth quarters of fiscal year 2018, fiscal year 2019 and fiscal year 2020 (which we refer to as the December 2017 management projections). Representatives of Qatalyst also attended those meetings.

On December 7, 2017, the Board held its regularly scheduled meeting, which included an update on the strategic review process. Members of management and representatives of O’Melveny also attended the meeting. Mr. Peterson and other members of management discussed with the Board the developments since the last Board meeting on November 21, 2017, including recent communications with Microchip, Party B, Party C and Party D. Management also reviewed with the Board the parties that had declined to engage in discussions. Management discussed with the Board the recent management presentations and the feedback received from Microchip, Party B and Party C and the upcoming management presentation to Party D, which took place on December 8, 2017.

On December 8, 2017, at the direction of Microsemi management, representatives of Qatalyst Partners sent process letters to Party B, Party C and Party D indicating that they would be expected to submit non-binding indications of interest by December 15, 2017. Microchip had already submitted its written proposal of November 9, 2017, and was not asked to submit a new proposal at this time.

On December 11, 2017, Messrs. Peterson and Litchfield met with the Chief Executive Officer and the Chief Financial Officer of Party C to discuss further a potential business combination transaction. Later that day, representatives of J.P. Morgan, Microchip’s financial advisor, sent Qatalyst Partners a list of follow-up diligence questions relating to Microsemi’s business.

On December 12, 2017, representatives of J.P. Morgan communicated to representatives of Qatalyst Partners that Microchip needed more time to analyze the potential impact of the new U.S. tax legislation, and thus would not be ready to proceed with a potential transaction until sometime in early January 2018. Subsequently on December 15, 2017, representatives of J.P. Morgan sent Qatalyst Partners a list of tax diligence questions, including questions relating to the impact of the proposed U.S. tax legislation on Microsemi.

From December 12, 2017 through early January 2018, Microsemi and representatives of Qatalyst Partners shared information with Microchip and J.P. Morgan, and provided various materials in response to Microchip’s follow-up diligence questions.

On December 13, 2017, the Board held a telephonic meeting. Members of management and representatives of O’Melveny and Qatalyst Partners also attended the meeting. Representatives of Qatalyst Partners discussed with the Board the developments in the strategic review process since the previous Board meeting, including the management presentations attended by Microchip, Party B, Party C and Party D, feedback from the management meetings received by Qatalyst Partners to date, and the process letters distributed to the interested parties. Representatives of Qatalyst Partners also discussed with the Board the parties that had declined to meet with management and their reasons for not engaging in the process.

Also during the December 13, 2017 Board meeting, members of management reviewed with the Board Microsemi’s updated 2018 financial projections, including the December 2017 management projections. Management explained that the projections had been updated since the Board’s last review in September 2017 to reflect both an upward trend in revenues from Microsemi’s business and the effects of Microsemi’s acquisition of the Vectron business from Knowles Corporation, which closed in

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November 2017. After certain members of management left the meeting, Matthew E. Massengill, director and then chairman of the compensation committee of the Board (which we refer to as the Compensation Committee), noted that he had been approached by certain members of management prior to the Board meeting with a request that the Board consider the compensation arrangements in place for certain members of management (not including Mr. Peterson) in connection with a potential business combination to promote retention in light of the risks and uncertainties that a business combination could present to the employment of key personnel. Following discussion, including in executive session, the Board unanimously approved Microsemi’s updated 2018 financial projections and determined that it was appropriate to consider further the potential retention concerns expressed by certain members of management.

On December 15, 2017, Microsemi received preliminary non-binding proposals from Party B and Party C. Party B proposed to purchase all of Microsemi’s outstanding common stock at a price which, after subsequent clarification regarding one of the assumptions underlying its proposal, Party B indicated to be $64.65 per share in cash. Party C proposed to purchase all of Microsemi’s outstanding common stock at a price of  $61.00 per share, $35.00 of which would be paid in cash and the remainder of which would be paid in Party C common stock, using a fixed exchange ratio based on the average closing prices of Party C common stock over the five trading days prior to the signing of a definitive agreement. Also on December 15, 2017, Party D informed representatives of Qatalyst Partners that after careful deliberation, it had decided that it would not be continuing in the process.

On December 19, 2017, the Board held a meeting to discuss the proposals received to date from Microchip, Party B and Party C. Members of management and representatives of O’Melveny and Qatalyst Partners also attended the meeting and participated in these discussions. Representatives of Qatalyst Partners discussed with the Board preliminary financial aspects of each of the three proposals, including each party’s ability to pay the proposed consideration. Representatives of Qatalyst Partners and O’Melveny also discussed certain factors the Board could consider when evaluating the various proposals, including the benefits and risks associated with cash and stock consideration, potential synergies, market uncertainties, and execution risk, as well as issues of deal certainty, including regulatory risk.

Representatives of Qatalyst Partners then discussed possible responses to each of Microchip, Party B and Party C, as well as an illustrative timeline for further management meetings, due diligence and negotiation of a definitive agreement should the Board decide to proceed. Management and representatives from Qatalyst Partners and O’Melveny then discussed with the Board potential issues associated with Party B and Party C, including certain regulatory risks presented by a transaction involving Party B and certain financial risks associated with Party C. Members of management also discussed with the Board other strategic alternatives available to Microsemi, including remaining independent and continuing to acquire other companies. After discussion, the Board determined that it was in the best interest of Microsemi and its stockholders to continue to explore the possibility of a business combination transaction but to seek higher values. The Board directed management and representatives of Qatalyst Partners to set up follow-up meetings with each of Microchip, Party B and Party C and to indicate to each of these parties that they would need to raise the value of the consideration offered. The Board also discussed the potential retention concerns that certain members of management had mentioned to Mr. Massengill prior to the December 13, 2017 Board meeting. After a discussion in executive session, the Board determined that the Compensation Committee should further consider the potential retention concerns.

On December 20, 2017, representatives from Qatalyst Partners conveyed to representatives of J.P. Morgan that there were other parties interested in buying Microsemi. Qatalyst Partners also informed both Party B and representatives of the financial advisor of Party C there were other parties interested in buying Microsemi and that Microsemi would not accept their respective non-binding proposals, but Microsemi would proceed with additional diligence meetings in January 2018 for the purpose of providing Party B and Party C additional information to help them increase their offers. Qatalyst Partners subsequently communicated with Party B and Party C to discuss proposed diligence meetings.

On December 26, 2017, Party B sent an initial due diligence request list to representatives of Qatalyst Partners.

On December 27, 2017, Mr. Sanghi contacted Mr. Peterson and represented that Microchip was still interested in pursuing a transaction with Microsemi, but that Microchip needed more time to analyze the impact of the newly enacted U.S. tax legislation and thus would not be ready to proceed with a potential

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transaction until sometime in January 2018. Also on December 27, 2017, a member of Microsemi’s management had a telephone conversation with management of Party C to discuss the agenda and attendees for a follow-up management presentation. Representatives of Qatalyst Partners also participated in this conversation.

On January 7, 2018, Microsemi provided Party B with access to its virtual data room in response to its diligence request list. From January 7, 2018 through January 22, 2018, members of management and representatives of Qatalyst Partners provided Party B and Party C and their respective financial advisors with updated presentations regarding Microsemi’s business and additional due diligence materials and discussions. Also during this time, Microsemi and representatives of O’Melveny undertook additional analysis and investigation to assess the regulatory risk associated with a transaction with Party B, including a conversation between O’Melveny and Party B’s legal counsel. Separately during this time, Microsemi and representatives of Qatalyst Partners provided Microchip and representatives of J.P. Morgan various materials in response to Microchip’s additional follow-up questions regarding Microsemi’s business, including the anticipated effect of the new U.S. tax legislation. On January 11, 2018, management and Microchip held a conference call, which was also attended by representatives of Qatalyst Partners and J.P. Morgan, to provide Microchip with additional due diligence information regarding various tax matters.

On January 15, 2018, the Board held a telephonic meeting to review the status of discussions with Microchip, Party B and Party C. A representative of O’Melveny reviewed with the Board information provided by Qatalyst Partners, which had been distributed to the Board on December 20, 2017, regarding Qatalyst Partners’ work performed and fees received, if any, from Microchip, Party B or Party C. The Board determined that Qatalyst Partners had no material relationships with Microchip, Party B and Party C that, in the Board’s view, would reasonably be expected to impair its ability to perform its financial advisory services to the Board.

On January 22, 2018, Party C indicated that it would not be continuing in the process because the price was too high. On that same day, after a management meeting with Microsemi, representatives of Qatalyst Partners and representatives of Party B’s financial advisors, Party B indicated to Microsemi and representatives of Qatalyst Partners that it might not be able to continue in the process.

On January 23, 2018, various media outlets reported that Microsemi was exploring its strategic options, including a possible sale, after having received a takeover proposal.

On January 24, 2018, Microchip submitted a non-binding proposal to purchase all of Microsemi’s outstanding common stock at a price of  $65.00 per share, “approximately” 30-35% of which would be paid in Microchip common stock and the remainder of which would be paid in cash. No exchange ratio was specified. The proposal was conditioned on Microsemi’s willingness to grant Microchip a 40-day exclusivity period.

Later that same day, the Board held a telephonic meeting to discuss the new Microchip proposal as well as the status of discussions with other parties. Members of management and representatives of Qatalyst Partners and O’Melveny also attended the meeting. Representatives of Qatalyst Partners updated the Board on recent developments with respect to Microchip, Party B and Party C. Representatives of Qatalyst Partners reported that Microchip had submitted a non-binding proposal just prior to the Board meeting. Representatives of Qatalyst Partners also confirmed to the Board that Party C, and likely Party B, would not be continuing in the process and their reasons for not doing so. Mr. Peterson relayed his belief to the Board that, based on his discussions with Mr. Sanghi, Microchip would raise its offer to $67.50 per share to be paid all in cash. Mr. Peterson also indicated to the Board that he believed that, based on his experience, Microchip might be willing to increase its offer to $68.57 per share to be paid half in cash and half in Microchip common stock. After a discussion with management and representatives of Qatalyst Partners and O’Melveny, the Board directed Mr. Peterson to go back to Mr. Sanghi to encourage him to raise Microchip’s bid to $70.00 per share in cash.

Later that day, Mr. Peterson contacted Mr. Sanghi and requested that Microchip raise its price to $70.00 per share in cash.

On January 25, 2018, in a conversation with Mr. Peterson, Mr. Sanghi indicated that Microchip might be willing to raise its offer to $67.50 per share to be paid all in cash, conditioned on Microsemi’s willingness to grant Microchip a 40-day exclusivity period. Mr. Peterson indicated that management and the Board

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were targeting $70.00 per share and urged Mr. Sanghi to increase Microchip’s offer. Mr. Sanghi said that Microchip would consider Mr. Peterson’s request and revert to him within 48 hours. Later that day, Microchip withdrew the non-binding cash/stock proposal that it had submitted to Microsemi the previous day but indicated that it would be willing to discuss acquiring Microsemi for all cash consideration. Also on January 25, 2018, Party B confirmed that it would not be continuing in the process.

On January 26, 2018, representatives from Qatalyst Partners contacted representatives from J.P. Morgan and urged them to encourage Microchip to raise the price of their proposal to $70.00 per share.

On January 29, 2018, Microchip made a non-binding proposal to purchase all of Microsemi’s outstanding common stock at a price of  $67.50 per share in cash, conditioned on Microsemi agreeing to a 30-day exclusivity period.

On January 30, 2018, the Compensation Committee held a meeting with representatives of O’Melveny and the Compensation Committee’s compensation consultant present to discuss the possibility of an additional Microsemi equity award for certain members of management (other than Mr. Peterson) that, because of the vesting requirements that would be applicable to the awards, would provide an additional retention incentive for management (which we refer to as the New RSU Awards) and possible retention arrangements for certain other key Microsemi employees.

Also on January 30, 2018, the Board held a meeting to consider the revised Microchip proposal. Members of management and representatives of O’Melveny and Qatalyst Partners also attended the meeting. Members of management reviewed Microsemi’s updated 2018 financial projections through fiscal year 2023 (which we refer to as the January 2018 management projections). The January 2018 management projections included changes resulting from recent changes in U.S. tax laws, Microsemi’s actual financial results from the first quarter of Microsemi’s 2018 fiscal year and the guidance that Microsemi had announced during its first quarter earnings call for the second quarter of Microsemi’s 2018 fiscal year. After discussion, the Board unanimously approved Microsemi’s January 2018 management projections. The Board also directed management to provide a subset of the January 2018 management projections to Microchip.

Representatives of Qatalyst Partners then updated the Board on developments since the previous Board meeting, including Microchip’s most recent bid, Party B’s confirmation that it would not be continuing in the process and two other inbound inquiries that Qatalyst Partners had recently received with respect to Microsemi. One new inquiry, received by a representative of Qatalyst Partners on January 26, 2018, was from a strategic party (which we refer to as Party E) that was interested in buying only a portion of Microsemi’s business. The other new inquiry, received by a representative of Qatalyst Partners on January 25, 2018, was from a private equity party that had expressed interest but had not followed up with a proposal as representatives of Qatalyst Partners had requested. Representatives of Qatalyst Partners discussed with the Board their view that the private equity party’s interest might not be credible, both due to the lack of any follow-up despite Qatalyst Partners’ request, and because the price of the transaction would require a very large equity commitment from any private equity buyer, which would make it difficult to achieve the returns on equity expected by private equity buyers generally. The Board expressed its view that the partial sale transaction referred to by Party E would not be in the best interests of Microsemi or its stockholders. A representative of O’Melveny reviewed updated information provided by Qatalyst Partners regarding Qatalyst Partners’ work performed and fees received, if any, from Microchip, Party E and the private equity party. The Board determined that Qatalyst Partners had no material relationships with Microchip, Party E or the private equity party that, in the Board’s view, would reasonably be expected to impair its ability to perform its financial advisory services to the Board.

Representatives of Qatalyst Partners then discussed with the Board preliminary financial aspects of Microchip’s proposal. After discussing the potential opportunities and risks of pursuing a transaction with Microchip or remaining an independent company (and potentially pursuing acquisition opportunities as an independent company), the Board decided to continue to explore a transaction with Microchip and directed Mr. Peterson to seek a higher price from Microchip through discussions with Mr. Sanghi.

Mr. Massengill then updated the Board regarding the review of the potential retention concerns previously raised by certain members of management. Mr. Massengill described to the Board the information that the Compensation Committee had received and certain compensation arrangements that it was considering.

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Over the course of January 30, 2018 and January 31 2018, Mr. Peterson spoke with Mr. Sanghi to negotiate the offer price. Separately, representatives of Qatalyst Partners spoke with representatives of J.P. Morgan, urging them to encourage their client to increase the offer price. On January 31, 2018, Microchip submitted a letter containing a “best and final” non-binding proposal to purchase all of Microsemi’s outstanding common stock at a price of  $68.78 per share in cash, subject to Microsemi’s agreement to enter into an exclusivity agreement, a form of which was attached to the proposal, providing for a 30-day exclusivity period.

Later that day, the Board held a meeting to review the latest Microchip proposal. Members of management and representatives of Qatalyst Partners and O’Melveny also attended the meeting. Representatives of Qatalyst Partners updated the Board on the status of the negotiations with Microchip and reviewed with the Board the terms of Microchip’s most recent offer and the proposed exclusivity agreement. After discussion, the Board unanimously resolved to authorize management to pursue Microchip’s non-binding proposal, including negotiating and executing the exclusivity agreement, sharing further diligence information with Microchip and negotiating a form of definitive merger agreement for the Board’s consideration.

Later that day, after negotiating certain terms, Microsemi and Microchip entered into an exclusivity agreement. The exclusivity agreement provided that Microsemi would discontinue negotiations with other potential bidders and negotiate exclusively with Microchip until March 1, 2018. The exclusivity agreement included customary termination provisions and a fiduciary exception allowing Microsemi to enter into discussions with a previously unsolicited third party if it received a proposal from that party that was more favorable than Microchip’s proposal. That same day, representatives of Qatalyst Partners provided representatives of J.P. Morgan with Microsemi’s January 2018 management projections.

Between February 1, 2018 and February 18, 2018, representatives of O’Melveny and Wilson Sonsini Goodrich & Rosati P.C. (which we refer to as WSGR), legal counsel to Microchip, exchanged drafts, and negotiated the terms, of the merger agreement (including representations and warranties, interim operating covenants, the Board’s fiduciary exceptions to the deal protection provisions, provisions related to allocation of regulatory risk and other deal certainty related issues and the termination, termination fee and expense fee provisions). During this period, representatives of Qatalyst Partners and J.P. Morgan had several conversations regarding their clients’ respective positions regarding certain merger agreement terms, and Mr. Peterson and Mr. Sanghi also had several conversations regarding various deal terms such as the termination fee, treatment of employee equity awards in the merger and other employee retention matters associated with the merger.

On February 2, 2018, Microsemi received a written due diligence request list from Microchip, and Microsemi provided Microchip with access to Microsemi’s virtual data room. During the remainder of February 2018, Microsemi, Microchip and their respective advisors participated in diligence calls and Microsemi and its advisors responded to additional due diligence requests from Microchip and its advisors. Also on February 2, 2018, Qatalyst Partners received an inquiry from a strategic party regarding the acquisition of a portion of Microsemi’s business. In accordance with the terms of the exclusivity letter that it had entered into with Microchip, neither Microsemi nor any of its advisors followed up on this inquiry.

On February 13, 2018, the Compensation Committee held a meeting to continue its discussion of management and key employee retention. The Compensation Committee reviewed certain retention arrangements that were already in place, considered the impact of a business combination on Microsemi’s employee equity awards, considered the importance of retaining management and key employees so that a business combination transaction could be completed or, if there was to be no business combination, so that Microsemi could continue to run its business, considered the employment-related risks and uncertainties that a business combination could present, and considered possible additional retention incentives for management (other than Mr. Peterson) and certain other key Microsemi employees. The Compensation Committee wanted to continue to consider the matter and no formal resolutions were made at this time.

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Also on February 13, 2018, the Board held a meeting to discuss the progress of the negotiations with Microchip. Members of management and representatives of O’Melveny also attended the meeting. Members of management and representatives of O’Melveny updated the Board on the status of discussions with Microchip, including a summary of significant issues with respect to the merger agreement and a description of the diligence that had taken place to date.

In executive session during the February 13, 2018 Board meeting, Mr. Massengill updated the Board on the Compensation Committee’s review of certain retention matters. The Board discussed Microsemi’s retention arrangements that were already in place, the impact of a business combination on Microsemi’s employee equity awards, the importance of retaining management and key employees so that a business combination could be closed or, if there was to be no business combination, so that Microsemi could continue to run its business, the employment-related risks and uncertainties that a business combination could present, and possible additional retention incentives for management (other than Mr. Peterson) and certain other key Microsemi employees. After determining that it was in the best interest of Microsemi and its stockholders to provide additional retention arrangements for management and certain other key Microsemi employees, the Board supported, subject to Microsemi entering into a merger agreement with Microchip and on final terms to be determined by the Compensation Committee, additional retention incentives for Microsemi’s executive officers (other than Mr. Peterson) in the form of New RSU Awards and, as to certain other key Microsemi employees other than Microsemi’s executive officers, certain cash retention arrangements and certain “double trigger” severance benefits (meaning that a business combination must close and the employee’s employment must be terminated in certain circumstances following the closing of the business combination in order for the severance benefits to be triggered) (we refer to these additional retention agreements collectively as the Retention Arrangements).

Over the next few days, management communicated to Microchip that the Board supported the Retention Arrangements and its reasons for doing so. On February 15, 2018, Mr. Sanghi sent a letter to Mr. Peterson objecting to certain aspects of the Retention Arrangements and proposing certain alternatives. Over the next few days, Mr. Sanghi and Mr. Peterson continued to discuss the Retention Arrangements and representatives of J.P. Morgan and a member of the Board discussed the Retention Arrangements. On February 20, 2018, Mr. Sanghi sent a letter to Mr. Peterson in which he continued to object to certain aspects of the Retention Arrangements and proposed certain alternatives, including reducing the merger consideration if Microsemi determined to implement the Retention Arrangements.

On February 21, 2018, the Board held a telephonic meeting to review the status of negotiations with Microchip. Members of management and representatives of O’Melveny and Qatalyst Partners also attended the meeting. Mr. Peterson updated the Board on the status of the proposed transaction and his recent communications with Mr. Sanghi, including with respect to the Retention Arrangements. Representatives of O’Melveny updated the Board as to the status of the merger agreement negotiations, including a description of the most significant outstanding issues (including regulatory risk allocation, termination fee, expense reimbursement fee and other provisions related to the certainty of closing the merger) and members of the Board expressed their views on these issues. Representatives of O’Melveny also described in detail the Microchip proposals regarding the Retention Arrangements. The Board members agreed that a price reduction below $68.78 per share was out of the question, and that retention of key talent remained critical to protect Microsemi and its stockholders. The Board believed, however, that certain modifications should be made to the Retention Arrangements that could allow Microsemi to achieve its retention goals while also accommodating certain elements of Microchip’s proposals. After discussion, including in executive session, the Board directed management and representatives of O’Melveny to formulate a counterproposal to Microchip’s proposal, which would cover both the Board’s views on potentially modifying the Retention Arrangements and the most significant outstanding issues in the merger agreement.

On February 23, 2018, the Board held a telephonic meeting to consider further the counterproposal to Microchip’s proposal that was discussed at the Board meeting on February 21, 2018. Members of management and representatives of O’Melveny and Qatalyst Partners also attended the meeting. Representatives of O’Melveny reviewed the various elements of the counterproposal. After discussion and further revisions to the response requested by the Board, the Board directed Mr. Peterson to deliver the revised counterproposal to Mr. Sanghi, which Mr. Peterson did later that day.

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From February 23, 2018 through February 25, 2018, members of the Microsemi management team and representatives of O’Melveny and Qatalyst Partners had conversations with Mr. Sanghi and representatives of WSGR and J.P. Morgan, respectively, to discuss the various elements of Microsemi’s counterproposal.

On February 25, 2018, Mr. Sanghi sent an e-mail to Mr. Peterson generally accepting Microsemi’s counterproposal, including with respect to the Retention Arrangements. Mr. Sanghi also contacted Mr. Peterson to indicate that Microchip wanted to discuss the Retention Arrangements directly with a representative of the Compensation Committee. Later that day, the Board held a telephonic meeting to consider Microchip’s new proposal as outlined in the email from Mr. Sanghi to Mr. Peterson. Members of management and representatives of O’Melveny and Qatalyst Partners also attended the meeting. Representatives of O’Melveny reviewed with the Board each element of Microchip’s proposal. After discussion with the management team, representatives of Qatalyst Partners and O’Melveny, the Board indicated its support of the Microchip proposal, subject to a few clarifications, and instructed Mr. Peterson to indicate to Mr. Sanghi that Microsemi was prepared to move forward to complete the negotiation of the merger agreement prior to the expiration of the exclusivity period on March 1, 2018.

On February 26, 2018, Mr. Massengill held a telephone call with Mr. Sanghi to discuss generally the Retention Arrangements and vesting of the Microsemi PSUs. During this discussion, Mr. Massengill explained the Board’s determination of the importance of such Retention Agreements, and the PSU vesting provisions.

From February 25, 2018 to March 1, 2018, O’Melveny and WSGR continued to negotiate the terms of the merger agreement and Microchip continued to conduct due diligence.

On February 25, 2018, February 26, 2018 and February 27, 2018, the Board held telephonic meetings to discuss the status of negotiations with Microchip and the merger agreement. Representatives of O’Melveny and Qatalyst Partners also attended each of these meetings.

On February 28, 2018, the Board and the Compensation Committee held a meeting to review the terms of the proposed transaction with Microchip. Members of management and representatives of O’Melveny and Qatalyst Partners also attended the meeting. Certain members of management and representatives of O’Melveny and Qatalyst Partners reviewed with the Board the latest developments in the negotiations, including the expectation that the documentation of the transaction was in nearly final form and could be completed by the following day, March 1, 2018. A representative of O’Melveny reviewed the key terms of the merger agreement, the Board’s fiduciary duties, including with respect to the proposed transaction, and the resolutions that the Board would adopt if it determined to enter into the transaction. Representatives of Qatalyst Partners reviewed with the Board their financial analyses of the $68.78 per share cash consideration to be received by holders of shares of Microsemi common stock pursuant to the merger agreement and indicated to the Board that, absent material developments relevant to their analysis, Qatalyst Partners would be prepared to deliver an opinion on March 1, 2018, as to the fairness, from a financial point of view, to such holders of such consideration should the Board decide to proceed with a transaction on the current terms. The Board directed management and representatives of O’Melveny and Qatalyst Partners to finalize the merger agreement and related documentation.

On March 1, 2018, the Board and the Compensation Committee held a telephonic meeting to consider the approval of the Microchip transaction. Members of management and representatives of O’Melveny and Qatalyst Partners also attended the meeting. Representatives of O’Melveny reported that the merger agreement had been finalized overnight and reviewed with the Board the final form of the merger agreement, including the changes made since the version distributed to the Board on the previous day. Representatives of Qatalyst Partners again briefly reviewed and updated the financial analyses they had discussed with the Board the prior day. Representatives of Qatalyst Partners then rendered Qatalyst Partners’ oral opinion, which was subsequently delivered in writing to the Board that, as of the date of such opinion and subject to the assumptions, limitations, qualifications and other matters considered in connection with such opinion, the $68.78 cash per share consideration to be received by holders of shares of Microsemi common stock (other than Microchip and its affiliates) pursuant to, and in accordance with, the merger agreement was fair, from a financial point of view, to such holders. The full text of the written opinion of Qatalyst Partners, dated March 1, 2018, which sets forth, among other things, the assumptions

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made, procedures followed, matters considered and limitations and qualifications of the review undertaken by Qatalyst Partners in rendering their opinion, is attached as Annex B to this proxy statement. See also “The Merger — Opinion of Financial Advisor” beginning on page 44. Following further discussion, the Board unanimously (i) determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are advisable and fair to and in the best interests of Microsemi and its stockholders, (ii) approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger and (iii) resolved to recommend that Microsemi’s stockholders adopt the merger agreement, all upon the terms and subject to the conditions set forth in the merger agreement.

Shortly thereafter, Microsemi, Microchip and the Merger Sub executed the merger agreement and Microsemi and Microchip issued a joint press release announcing the transaction and the execution of the merger agreement.

Reasons for the Merger; Recommendation of the Board

The Board recommends that you vote “FOR” the merger proposal.

Beginning on November 13, 2017, the Board held 15 meetings at which the business strategies, opportunities and challenges of Microsemi were evaluated and potential strategic alternatives, including a sale of Microsemi, were considered. Microsemi’s outside legal counsel, O’Melveny, participated in each of such meetings, and representatives of Microsemi’s financial advisor, Qatalyst Partners, participated in portions of many of such meetings. At most of these meetings, the Board met in executive session without management present.

The Board, at a meeting held on March 1, 2018, unanimously (i) determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are advisable and fair to and in the best interests of Microsemi and its stockholders, (ii) approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger and (iii) resolved to recommend that Microsemi’s stockholders adopt the merger agreement, all upon the terms and subject to the conditions set forth in the merger agreement.

The Board consulted with the representatives of management, O’Melveny and Qatalyst Partners at various times and considered a number of factors, including the following principal factors (not in any relative order of importance) that the Board believes support its decision:

•

historical information regarding (i) Microsemi’s business, financial performance and results of operations, (ii) market prices, volatility and trading activity with respect to Microsemi common stock, and (iii) market prices with respect to other industry participants and general market indices;

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•

current information regarding (i) Microsemi’s business, prospects, financial condition, operations, technology, products, services, management, competitive position and strategic business goals and objectives, (ii) general economic, industry and financial market conditions, and (iii) opportunities and competitive factors within Microsemi’s industry;

​

•

the current overall market environment, including (i) the broader equity market, (ii) the state of the semiconductor industry, and (iii) the interest rate environment;

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•

the prospects and likelihood of realizing superior benefits for Microsemi through remaining an independent company, risks associated with remaining an independent company, and possible alternative business strategies;

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if Microsemi were to remain an independent company, the greater difficulties of finding attractive companies to purchase and the associated difficulties in raising the capital to purchase such companies, including Microsemi needing to issue more debt, use cash on hand, and issue equity;

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•

the two processes of considering strategic alternatives and contacting potential strategic parties regarding a potential business combination transaction with Microsemi that Microsemi had engaged in over the past two years and results of and conclusions drawn from those processes;

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•

the potential for third parties to enter into strategic relationships with or to seek to acquire Microsemi, including a review of management’s dealings with other possible buyers in the past and assessment of the likelihood that a third party would offer a higher price than the merger consideration;

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the belief of the Board that continuing with the strategic process was unlikely to result in a transaction at a more attractive price than offered by Microchip in the merger;

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•

the timing of the merger and the risk that if Microsemi did not enter into the merger agreement with Microchip, it may not have another opportunity to do so or to pursue a comparable opportunity;

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•

the fact that, during the course of its negotiations with Microchip, Microchip raised the value of the total consideration by approximately 9%, from $63.00 per share to $68.78 per share;

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•

the fact that Microsemi stock had recently been trading at an all-time high and that the merger consideration represents (i) a premium of approximately 17% to $58.97 per share, the closing stock price on January 22, 2018, the last full trading day prior to media speculation regarding a potential sale transaction involving Microsemi, (ii) a premium of approximately 23% to $56.05 per share, the six-month volume-weighted average closing price of Microsemi’s common stock as of February 28, 2018, the last trading day prior to the Board’s approval of the merger agreement, and (iii) a premium of approximately 6% to $64.90 per share, the closing stock price on February 28, 2018, the last full trading day prior to the Board’s approval of the merger agreement;

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•

the Board’s belief that the $68.78 per share all-cash merger consideration would (i) allow Microsemi’s stockholders to realize in the near term a fair value, in cash, for their shares of common stock, while avoiding the risks associated with attempting to realize the management projections, such as the business and market trends discussed above and the need for significant investment in higher risk initiatives and projects to improve performance, and (ii) compensate Microsemi’s stockholders not only for the value of Microsemi’s current business and results but also for the future growth in earnings and cash flows assuming realization of the January 2018 management projections and the successful implementation of such initiatives and projects;

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•

the fact that Microsemi would be permitted, under circumstances described in the merger agreement, to terminate the merger agreement in order to enter into an agreement with respect to a superior proposal after giving Microchip the opportunity to match the superior proposal and upon payment of a termination fee equal to $290,000,000;

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•

that none of Party A, Party B, Party C or Party D would be subject to standstill obligations that would prohibit them from making an unsolicited proposal to the Board following announcement of entry into the merger agreement;

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•

the likelihood that the merger would be completed, including:

​

•

the fact that, under the terms of the merger agreement, Microchip has agreed to use its reasonable best efforts to take, or cause to be taken, all things necessary, proper or advisable under applicable law (including making filings pursuant to antitrust related laws and, if necessary, making divestitures and taking other actions in order to obtain approvals under applicable law) to consummate the merger and the transactions contemplated by the merger agreement as promptly as practicable so long as such divestitures and other actions would not result in a material adverse effect of the Company or a material adverse effect on the business, operations, financial condition or results of operations of Microchip and its subsidiaries, taken as a whole;

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the belief of the Board that, although antitrust filings or notifications will be required to be made in the U.S., Austria, China, Japan, Germany, the Philippines and Taiwan, the merger has a reasonable likelihood of closing without any material issues under applicable antitrust laws or from any Governmental Authorities that would prevent the consummation of the merger; and

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•

the fact that Microchip’s obligation to complete the merger and pay the merger consideration is not conditioned on Microchip obtaining financing and is subject to specific performance under the terms of the merger agreement.

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the opinion of Qatalyst Partners, dated March 1, 2018, that, as of the date of such opinion and subject to the assumptions, limitations, qualifications and other matters considered in connection with such opinion, the $68.78 per share cash consideration to be received by holders of shares of Microsemi common stock (other than Microchip or any affiliates of Microchip) pursuant to, and in accordance with, the terms of the merger agreement was fair, from a financial point of view, to such holders. The full text of the written opinion of Qatalyst Partners, dated March 1, 2018, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications of the review undertaken by Qatalyst Partners in rendering its opinion, is attached as Annex B to this proxy statement; and

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•

the rights of Microsemi stockholders to demand appraisal of their shares and receive payment of the “fair value” of such shares pursuant to Section 262 of the DGCL if they comply in all respects with Section 262 of the DGCL, and the absence of any closing conditions in the merger agreement related to the exercise of appraisal rights by Microsemi stockholders.

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In the course of its deliberations, the Board also considered a variety of risks and factors weighing against the merger, including:

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the fact that Microsemi will no longer exist as an independent public company and Microsemi’s stockholders will forego any future increase in its value as an independent public company that might result from its possible growth;

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the possible negative effect of the merger and public announcement of the merger on Microsemi’s financial performance, operating results and stock price and Microsemi’s relationships with customers, suppliers, distributors, other business partners, management and employees;

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the fact that the merger agreement (i) precludes Microsemi from actively soliciting competing acquisition proposals and (ii) obligates Microsemi (or its successor) to pay Microchip a termination fee equal to $290,000,000 under specified circumstances, which could discourage the making of a competing acquisition proposal or adversely impact the price offered in such a proposal;

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the fact that the merger agreement imposes restrictions on the conduct of Microsemi’s business in the pre-closing period, which may adversely affect Microsemi’s business in the event the merger is not completed (including by delaying or preventing Microsemi from pursuing business opportunities that may arise or precluding actions that would be advisable if Microsemi were to remain an independent company);

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the risks involved with the merger and the likelihood that Microsemi and Microchip will be able to complete the merger, the possibility that the merger might never be consummated (including because of failure to obtain the required antitrust clearances) and Microsemi’s prospects going forward without the combination with Microchip;

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the substantial transaction expenses to be incurred in connection with the merger and the negative impact of such expenses on Microsemi’s cash reserves and operating results should the merger not be completed;

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the fact that if the merger agreement is terminated because Microsemi’s stockholders do not adopt the merger agreement at a meeting called for that purpose, Microsemi will be obligated to reimburse Microchip for its expenses up to $35,000,000;

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the fact that while Microchip’s obligation to complete the merger and pay the merger consideration is not conditioned on Microchip obtaining financing, the amount of cash required for Microchip to complete the merger is significant; and

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•

all known interests of directors and executive officers of Microsemi in the merger that may be different from, or in addition to, their interests as stockholders of Microsemi or the interests of Microsemi’s other stockholders generally.

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Certain Company Forecasts

Although Microsemi has publicly issued limited short-term guidance concerning certain aspects of its expected financial performance, it does not, as a matter of course, make public disclosure of detailed forecasts or projections of its expected financial performance for extended periods due to, among other things, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. However, in connection with Microsemi’s evaluation of strategic alternatives and a possible business combination transaction involving Microsemi, in early December 2017, Microsemi prepared certain projections and estimates of future financial and operating performance with respect to Microsemi’s second, third and fourth quarters of fiscal year 2018, fiscal year 2019 and fiscal year 2020 (which we refer to as the December 2017 management projections), which it made available to the parties that had expressed interest in a business combination with Microsemi at that time (Microchip, Party B, Party C and Party D) as well as the Board and Qatalyst Partners. In late January 2018, to account for changes in U.S. tax laws and Microsemi’s actual results for the first quarter of its fiscal year 2018, Microsemi prepared updated financial projections and estimates of future financial and operating performance for its fiscal years 2018 through 2023, including the calendar year ending December 31, 2018 (which we refer to as the January 2018 management projections), which it made available to the Board and Qatalyst Partners. A subset of the January 2018 management projections, consisting of certain prospective financial information with respect to the second, third and fourth quarters of fiscal year 2018, fiscal year 2019 and fiscal year 2020, was also made available to Microchip to assist with its due diligence review.

A summary of the December 2017 management projections and January 2018 management projections (which, together, we refer to as the management projections), is being included in this proxy statement because subsets of the management projections were made available to Microchip, Party B, Party C and Party D. This information is not intended to influence your decision whether to vote for or against the merger proposal. The inclusion of this information should not be regarded as an indication that the Board, its advisors or any other person considered, or now considers, the management projections to be material or to be a reliable prediction of actual future results, and the management projections should not be relied upon as such. The management projections are subjective in many respects. There can be no assurance that the management projections will be realized or that actual results will not be significantly higher or lower than forecasted. The management projections cover multiple years and such information by its nature becomes subject to greater uncertainty with each successive year. As a result, the inclusion of the management projections in this proxy statement should not be relied on as necessarily predictive of actual future events.

The management projections were prepared on a stand-alone basis and do not take into account any of the transactions contemplated by the merger agreement, including the merger and associated expenses, or Microsemi’s compliance with its covenants under the merger agreement. For these reasons and for the reasons described above, actual results likely will differ, and may differ materially, from those contained in the management projections.

The management projections have been prepared by, and are the responsibility of, Microsemi’s management for internal use by Microsemi and Qatalyst Partners, and approved by the Board, and were (i) provided to Qatalyst Partners for use in the financial analyses undertaken by Qatalyst Partners in connection with rendering its opinion to the Board, (ii) not prepared for purposes of public disclosure, and (iii) not prepared on a basis designed to comply with published guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial data, published guidelines of the SEC (including those regarding forward-looking statements and the use of non-GAAP measures) or GAAP. PricewaterhouseCoopers LLP, Microsemi’s independent registered public accounting firm, has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the management projections contained in this proxy statement and, accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP report incorporated by reference in this proxy statement relates

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to Microsemi’s previously issued financial statements. It does not extend to management projections and should not be read to do so. Further, the management projections include non-GAAP financial measures. Non-GAAP financial measures are not prepared in accordance with GAAP and should be considered as a supplement to, not a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP.

Although the management projections presented below are presented with numerical specificity, they are estimates of future performance and not historical facts. The management projections were based on numerous variables and assumptions that were deemed to be reasonable as of the respective dates when such projections were finalized. Realization of such assumptions is inherently uncertain and may be beyond the control of Microsemi. Important factors that may affect actual results and cause the management projections not to be achieved include, but are not limited to, risks and uncertainties relating to Microsemi’s business (including, without limitation, its ability to achieve strategic goals, objectives and targets), industry performance, the legal and regulatory environment, general business and economic conditions and other factors described or referenced under “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 21. In the view of Microsemi’s management, the management projections were prepared on a reasonable basis based on the best information available to Microsemi’s management during the timeframe around their preparation. In addition, the assumptions underlying the management projections are subject to change and have not been revised since their preparation to reflect any changes in Microsemi’s business, industry performance, the legal or regulatory environment, general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated as the management projections were prepared. Neither Microsemi nor Microchip undertakes any obligation, except as required by law, to update or otherwise revise the management projections to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error or to not be appropriate, or to reflect changes in Microsemi’s business, industry performance, the legal or regulatory environment, or general business or economic conditions. There can be no assurance that the management projections will be realized or that Microsemi’s future financial results will not materially vary from the management projections.

The following is a summary of the December 2017 management projections prepared by Microsemi’s management and provided to Microchip, Party B, Party C and Party D as well as the Board and Qatalyst Partners.

(1)

“Non-GAAP Gross Profit” is a non-GAAP financial measure calculated to exclude inventory write-offs from restructuring activities and manufacturing profit in acquired inventory.

​

(2)

“EBITDA” is a non-GAAP financial measure calculated by starting with Non-GAAP Operating Income and adding back depreciation.

​

(3)

“Non-GAAP Operating Income” is a non-GAAP financial measure calculated to exclude inventory write-offs from restructuring activities, manufacturing profit in acquired inventory, stock-based compensation expense, amortization of intangible assets, acquisition and divestiture related costs, facility consolidation and equipment charges and restructuring, severance and other special charges.

​

(4)

“Non-GAAP Diluted Earnings Per Share” is a non-GAAP financial measure calculated to exclude inventory write-offs from restructuring activities, manufacturing profit in acquired inventory,

​

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stock-based compensation expense, amortization of intangible assets, acquisition and divestiture related costs, facility consolidation and equipment charges, restructuring, severance and other special charges, gain on divestiture, credit facility issuance and debt extinguishment costs, gain from facility sale, fair value change in foreign tax liabilities and income tax effects on non-GAAP adjustments.

(5)

Microsemi’s fiscal year end is the Sunday nearest September 30 (e.g., fiscal year 2018 will end on September 30, 2018).

​

(6)

Microsemi’s 2018 calendar year statistics are based on the four fiscal quarters ending on December 31, 2018.

​

The following is a summary of the January 2018 management projections prepared by Microsemi’s management and provided to the Board and Qatalyst Partners, and a subset of which was also provided to Microchip:

(1)

“Non-GAAP Gross Profit” is a non-GAAP financial measure calculated to exclude inventory write-offs from restructuring activities and manufacturing profit in acquired inventory.

​

(2)

“EBITDA” is a non-GAAP financial measure calculated by starting with Non-GAAP Operating Income and adding back depreciation.

​

(3)

“Non-GAAP Operating Income” is a non-GAAP financial measure calculated to exclude inventory write-offs from restructuring activities, manufacturing profit in acquired inventory, stock-based compensation expense, amortization of intangible assets, acquisition and divestiture related costs, facility consolidation and equipment charges and restructuring, severance and other special charges.

​

(4)

“Non-GAAP Diluted Earnings Per Share” is a non-GAAP financial measure calculated to exclude inventory write-offs from restructuring activities, manufacturing profit in acquired inventory, stock-based compensation expense, amortization of intangible assets, acquisition and divestiture related costs, facility consolidation and equipment charges, restructuring, severance and other special charges, gain on divestiture, credit facility issuance and debt extinguishment costs, gain from facility sale, fair value change in foreign tax liabilities and income tax effects on non-GAAP adjustments.

​

(5)

Microsemi’s fiscal year end is the Sunday nearest September 30 (e.g., fiscal year 2018 will end on September 30, 2018).

​

(6)

Microsemi’s 2018 calendar year statistics are based on the four fiscal quarters ending on December 31, 2018.

​

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The following is a summary of the projected unlevered free cash flow, which is derived from the January 2018 management projections summarized in the table above:

(1)

“Unlevered Free Cash Flow” is a non-GAAP financial measure calculated by starting with Non-GAAP Operating Income (as shown in the table above) and subtracting cash taxes paid, capital expenditures and investment in working capital and then adding back depreciation expense.

​

(2)

Microsemi’s fiscal year end is the Sunday nearest September 30 (e.g., fiscal year 2018 will end on September 30, 2018).

​

(3)

Unlevered Free Cash Flow for the Q2-Q4’FY2018 period is based on the three fiscal quarters ending on September 30, 2018.

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Opinion of Financial Advisor

Microsemi retained Qatalyst Partners to act as financial advisor to the Board in connection with a potential transaction such as the merger and to evaluate whether the cash consideration to be received by the holders of Microsemi common stock, other than Microchip or any affiliate of Microchip, pursuant to, and in accordance with, the terms of the merger agreement, was fair, from a financial point of view, to such holders. Microsemi selected Qatalyst Partners to act as its financial advisor based on Qatalyst Partners’ qualifications, expertise, reputation and knowledge of the business and affairs of Microsemi and the industry in which Microsemi operates. Qatalyst Partners provided its written consent to the reproduction of its opinion in this proxy statement. At the meeting of the Board on March 1, 2018, Qatalyst Partners rendered its oral opinion that, as of such date and based upon and subject to the various assumptions, considerations, limitations and other matters set forth therein, the merger consideration to be received by the holders of Microsemi common stock, other than Microchip or any affiliate of Microchip, pursuant to, and in accordance with, the terms of the merger agreement was fair, from a financial point of view, to such holders. Following the meeting, Qatalyst Partners delivered its written opinion, dated March 1, 2018, to the Board.

The full text of Qatalyst Partners’ written opinion, dated March 1, 2018, is attached hereto as Annex B and is incorporated by reference herein. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications of the review undertaken by Qatalyst Partners in rendering its opinion. You should read the opinion carefully in its entirety. Qatalyst Partners’ opinion was provided to the Board and addresses only, as of the date of the opinion, the fairness, from a financial point of view, of the merger consideration to be received by the holders of Microsemi common stock, other than Microchip or any affiliate of Microchip, pursuant to, and in accordance with, the terms of the merger agreement, and it does not address any other aspect of the merger. It does not constitute a recommendation to any Microsemi stockholder as to how to vote with respect to the merger or any other matter and does not in any manner address the prices at which shares of Microsemi common stock will trade at any time. The summary of Qatalyst Partners’ opinion set forth herein is qualified in its entirety by reference to the full text of the opinion.

In arriving at its opinion, Qatalyst Partners reviewed a draft merger agreement dated March 1, 2018, certain related documents and certain publicly available financial statements and other business and financial information of Microsemi. Qatalyst Partners also reviewed certain forward-looking information relating to Microsemi prepared by the management of Microsemi, including financial projections and operating data of Microsemi summarized in the section of this proxy statement captioned “Certain Company Forecasts” (collectively with such other forward-looking information, the “Company Projections”). Additionally, Qatalyst Partners discussed the past and current operations and financial condition and the prospects of Microsemi with senior executives of Microsemi. Qatalyst Partners also reviewed the historical market prices and trading activity for Microsemi common stock and compared the financial performance of Microsemi and the prices and trading activity of Microsemi common stock with

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that of certain other selected publicly-traded companies and their securities. In addition, Qatalyst Partners reviewed the financial terms, to the extent publicly available, of selected acquisition transactions and performed such other analyses, reviewed such other information and considered such other factors as Qatalyst Partners deemed appropriate.

In arriving at its opinion, Qatalyst Partners assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to, or discussed with, Qatalyst Partners by Microsemi. With respect to the Company Projections, Qatalyst Partners was advised by the management of Microsemi, and assumed, that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Microsemi of the future financial performance of Microsemi and other matters covered thereby, including that they reflect the assessment of the management of Microsemi as to the existing and future technology and products of Microsemi and the risks associated with such technology and products. Qatalyst Partners assumed that the merger would be consummated in accordance with the terms set forth in the draft merger agreement dated March 1, 2018, without any modification, waiver or delay that would be material to Qatalyst Partners’ analysis. Qatalyst Partners also assumed that the final executed merger agreement would not differ in any material respect from the draft merger agreement dated March 1, 2018, which was reviewed by Qatalyst Partners. In addition, Qatalyst Partners assumed that in connection with the receipt of all the necessary approvals of the proposed merger, no delays, limitations, conditions or restrictions will be imposed that could have an adverse effect on the Microsemi stockholders receiving the merger consideration and that would be material to Qatalyst Partners’ analysis. Qatalyst Partners did not make any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of Microsemi, nor was Qatalyst Partners furnished with any such evaluation or appraisal. Qatalyst Partners’ opinion has been approved by Qatalyst Partners’ opinion committee in accordance with its customary practice.

Qatalyst Partners’ opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, the date of the opinion. Events occurring after the date of the opinion may affect Qatalyst Partners’ opinion and the assumptions used in preparing it, and Qatalyst Partners did not assume any obligation to update, revise or reaffirm its opinion. Qatalyst Partners’ opinion does not address the underlying business decision of Microsemi to engage in the merger, or the relative merits of the merger as compared to any strategic alternatives that may be available to Microsemi. The opinion is limited to the fairness, from a financial point of view, of the merger consideration to be received by the Microsemi stockholders pursuant to, and in accordance with, the terms of the merger agreement, and Qatalyst Partners expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of Microsemi’s officers, directors or employees, or any class of such persons, relative to such merger consideration.

The following is a brief summary of the material analyses performed by Qatalyst Partners in connection with its opinion dated March 1, 2018. The analyses and factors described below must be considered as a whole; considering any portion of such analyses or factors, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Qatalyst Partners’ opinion. For purposes of its analyses, Qatalyst Partners utilized the January 2018 management projections. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by Qatalyst Partners, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Qatalyst Partners’ financial analyses.

Discounted Cash Flow Analysis

Qatalyst Partners performed an illustrative discounted cash flow analysis, which is designed to imply a potential, present value of share values for the Microsemi common stock as of December 31, 2017 by:

•

adding:

​

•

the implied net present value of the estimated future unlevered free cash flows of Microsemi,

​

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based on the Company Projections, and excluding the impact of stock-based compensation expense, for the period beginning with the second quarter of fiscal year 2018 through fiscal year 2022 (which implied present value was calculated by using a mid-period discount convention and a range of discount rates of 9.5% to 12.0%, based on an estimated weighted average cost of capital for Microsemi); and

•

the implied present value of the corresponding terminal value of Microsemi at October 1, 2022, calculated by multiplying Microsemi’s earnings before interest, taxes, depreciation and amortization (“EBITDA”) in fiscal year 2023, based on the Company Projections, by a range of multiples of diluted enterprise value to estimated forward EBITDA of 10.0x to 13.0x, and discounted to present value (from October 1, 2022) using the same range of discount rates used in the bullet point above;

​

•

subtracting estimated debt outstanding (including the payment obligation related to the Series A-1 Special Shares and Series B-1 Special Shares of a Canadian subsidiary of Microsemi (the “Special Shares”), net of the estimated cash balance, of Microsemi as of December 31, 2017, as provided by Microsemi’s management;

​

•

applying a dilution factor of approximately 9.7%, as projected by Microsemi’s management, to reflect the dilution to the Microsemi stockholders over the projection period due to the effect of future issuances by Microsemi of equity awards; and

​

•

dividing the resulting amount by the number of diluted shares of Microsemi common stock outstanding (calculated using the treasury stock method), taking into account outstanding PSUs (based on the midpoint between target and maximum allowable for each of the applicable performance periods), stock options, RSUs, stock appreciation rights and shares of Microsemi common stock held in treasury in connection with the potential exchange or retraction (i.e.redemption at the option of the holder of the Special Shares), as of February 27, 2018, as provided by Microsemi’s management (such number of diluted shares, Microsemi’s “Diluted Share Count”).

​

Based on the calculations set forth above, this analysis implied a range of values for the Microsemi common stock of approximately $57.03 per share to $80.28 per share.

Selected Companies Analysis

Qatalyst Partners compared selected financial information and public market multiples for Microsemi with publicly available information and public market multiples for selected companies. The companies used in this comparison included those companies listed below, which were selected from publicly traded companies in the semiconductor industry by Qatalyst Partners based on its professional judgment, which included such factors as companies participating in similar lines of businesses to Microsemi, having similar financial performance, or having other relevant or similar characteristics.

Based upon research analyst consensus estimates for calendar year 2018 as of February 28, 2018 and using the closing prices as of February 28, 2018 for shares of the selected companies, Qatalyst Partners calculated, among other things, the implied diluted enterprise value (“EV”) divided by the estimated calendar year 2018 EBITDA (the “CY2018E EBITDA Multiples”), and the ratio of price to earnings per share (“P/E Ratio”) for calendar year 2018 (the “CY2018E P/E Multiples”) for each of the selected companies below:

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(1)

Based on closing price of  $118.50 as of February 16, 2018, the last closing price prior to the announcement of Qualcomm’s revised offer on February 20, 2018, and research analyst consensus estimates as of February 28, 2018.

​

(2)

Based on closing price of  $86.38 as of February 26, 2018, the last closing share price prior to the publication of press reports regarding a potential acquisition of Microsemi by Microchip, and research analyst consensus estimates as of February 28, 2018.

​

(3)

Based on closing price of  $18.51 as of November 3, 2017, the last the last full trading day before the publication of press reports regarding Marvell’s potential acquisition of Cavium, Inc., and research analyst consensus estimates as of November 3, 2017. In addition, the EV/CY2018E EBITDA Multiple and the CY2018 P/E Multiple for Marvell, pro forma after the Cavium acquisition, based on research analyst consensus estimates for each of Marvell and Cavium as of February 28, 2018, and assuming pro forma capitalization of  $600MM cash, $1,750MM debt, and $163MM of cost-synergies, all per Marvell investor presentation dated November 20, 2017, were calculated to be 12.8x and 15.5x, respectively.

​

*

Estimates based on non-GAAP statistics as defined by each company; all estimates explicitly exclude stock-based compensation expense regardless of non-GAAP treatment.

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Qatalyst Partners also calculated the implied P/E Ratio for the next twelve months at each trading date for the period between January 3, 2011 and January 22, 2018 (the “Company P/E Multiples”) (and the annual average of such Company P/E Multiples was 9.6x in 2011, 8.6x in 2012, 10.8x in 2013, 10.0x in 2014, 11.3x in 2015, 11.1x in 2016, and 12.6x in 2017). The CY2018E EBITDA Multiple and CY2018E P/E Multiple for the Company was 12.5x and 13.3x, respectively, based on research analyst consensus estimates for calendar year 2018 as of February 28, 2018 (the “Street Case”) and the Company’s closing price as of January 22, 2018.

Based on an analysis of the CY2018E EBITDA Multiples for the selected companies, Qatalyst Partners selected a representative range of 10.0x to 13.0x and applied this range to the Company’s estimated CY2018E EBITDA (1) based on the Street Case and (2) based on the Company Projections. Based on the

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calculations set forth above, then subtracting the net debt of the Company (including the payment obligation related to the Special Shares) as of December 31, 2017 and then dividing the resulting amount by the Company’s Diluted Share Count, this analysis implied a range of values for the Company’s common stock of approximately $44.24 per share to $61.64 per share based on the Street Case and $44.95 per share to $62.55 per share based on the Company Projections.

Based on an analysis of the CY2018E P/E Multiples for the selected companies and the Company P/E Multiples, Qatalyst Partners selected a representative range of 11.0x to 16.0x and applied this range to the Company’s estimated CY2018E diluted earnings per share (1) based on the Street Case and (2) based on the Company Projections. Based on the calculations set forth above, this analysis implied a range of values for the Company’s common stock of approximately $48.76 per share to $70.93 per share based on the Street Case and $49.50 per share to $72.00 per share based on the Company Projections.

No company included in the selected companies analysis is identical to Microsemi. In evaluating the selected companies, Qatalyst Partners made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters. Many of these matters are beyond the control of Microsemi, such as the impact of competition on Microsemi’s business and the industry in general, industry growth and the absence of any material adverse change in Microsemi’s financial condition and prospects, or the industry or in the financial markets in general. Because of the unique circumstances of each of these companies and Microsemi, Qatalyst Partners cautioned against placing undue reliance on this information.

Selected Transactions Analysis

Qatalyst Partners compared 25 selected transactions involving companies in the semiconductor industry announced between January 2011 and February 2018, including transactions involving companies participating in similar lines of business to Microsemi, having similar financial performance, or having other relevant or similar characteristics. These transactions are listed below:

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*

Estimates based on non-GAAP statistics as defined by each company; all estimates explicitly exclude stock-based compensation expense regardless of non-GAAP treatment.

​

**

Multiple greater than 75.0x considered not meaningful (“NM”).

​

For each of the transactions listed above, Qatalyst Partners reviewed, among other things, the implied diluted enterprise value of the target company as a multiple of analyst estimates of the next-twelve-months EBITDA of the target company, as of the date of the announcement of the applicable transaction. Based on the analysis of such metrics for the transactions noted above, Qatalyst Partners selected a representative range of 12.0x to 15.5x applied to Microsemi’s estimated next-twelve-months EBITDA (based on the Street Case). Based on the calculations set forth above, then subtracting the net debt of Microsemi (including the payment obligation related to the Special Shares) as of December 31, 2017, and then dividing the resulting amount by the sum of Microsemi’s Diluted Share Count plus an additional approximately 140,000 RSUs (as provided by Microsemi’s management) to be granted to certain executives of Microsemi in connection with the merger (see the section of this proxy statement captioned “Interests of Certain Persons in the Merger”), this analysis implied a range of values for the Microsemi common stock of approximately $55.94 per share to $76.04 per share.

For each of the transactions listed above, Qatalyst Partners also reviewed, among other things, the analyst estimates of the next-twelve-months P/E Ratio of the target company. Based on the analysis of such metrics for the transactions noted above, Qatalyst Partners selected a representative range of 15.0x to 19.0x applied to Microsemi’s estimated next-twelve-months diluted earnings per share (based on the Street Case). Based on the calculations set forth above, this analysis implied a range of values for the Microsemi common stock of approximately $66.50 per share to $84.23 per share.

No company or transaction utilized in the selected transactions analysis is identical to Microsemi or the merger. In evaluating the selected transactions, Qatalyst Partners made judgments and assumptions with regard to general business, market and financial conditions and other matters. Many of these matters are beyond Microsemi’s control, such as the impact of competition on Microsemi’s business or the industry in general, industry growth and the absence of any material adverse change in Microsemi’s financial condition and prospects, or the industry or in the financial markets in general, which could affect the public trading value of the companies and the aggregate value of the transactions to which they are being compared. Because of the unique circumstances of each of these transactions and the merger, Qatalyst Partners cautioned against placing undue reliance on this information.

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Miscellaneous

In connection with the review of the merger by the Board, Qatalyst Partners performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily amenable to a partial analysis or summary description. In arriving at its opinion, Qatalyst Partners considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Qatalyst Partners believes that selecting any portion of its analyses, without considering all analyses as a whole, could create a misleading or incomplete view of the process underlying its analyses and opinion. In addition, Qatalyst Partners may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Qatalyst Partners’ view of the actual value of Microsemi. In performing its analyses, Qatalyst Partners made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond Microsemi’s control. Any estimates contained in Qatalyst Partners’ analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Qatalyst Partners conducted the analyses described above solely as part of its analysis of the fairness, from a financial point of view, of the merger consideration to be received by the holders of Microsemi common stock, other than Microchip or any affiliate of Microchip, pursuant to, and in accordance with, the terms of the merger agreement. This analysis does not purport to be an appraisal or to reflect the prices at which Microsemi common stock might actually trade.

Qatalyst Partners’ opinion and its presentation to the Board was one of many factors considered by the Board in deciding to approve the merger agreement. Consequently, the analyses as described above should not be viewed as determinative of  (i) the opinion of the Board with respect to the cash consideration to be received by the holders of Microsemi common stock in the merger, other than Microchip or any affiliate of Microchip, pursuant to, and in accordance with, the terms of the merger agreement, or (ii) of whether the Board would have been willing to agree to different consideration. The merger consideration was determined through arm’s length negotiations between Microsemi and Microchip and was approved by the Board. Qatalyst Partners provided advice to Microsemi during these negotiations. Qatalyst Partners did not, however, recommend any specific consideration to Microsemi or that any specific consideration constituted the only appropriate consideration for the merger.

Qatalyst Partners provides investment banking and other services to a wide range of corporations and individuals, domestically and offshore, from which conflicting interests or duties may arise. In the ordinary course of these activities, affiliates of Qatalyst Partners may at any time hold long or short positions, and may trade or otherwise effect transactions in debt or equity securities or loans of Microsemi, Microchip or certain of their respective affiliates. During the two year period prior to March 1, 2018, the date of Qatalyst Partners’ opinion, no material relationship existed between Qatalyst Partners or any of its affiliates and Microsemi or Microchip pursuant to which compensation was received by Qatalyst Partners or its affiliates. Qatalyst Partners and its affiliates may in the future provide investment banking and other financial services to Microsemi or Microchip or any of their respective affiliates for which it would expect to receive compensation.

Under the terms of its engagement letter, Qatalyst Partners provided Microsemi with financial advisory services in connection with the merger for which it will be paid approximately $65 million, $250,000 of which became payable upon the execution of its engagement letter, $5 million of which became payable upon delivery of its opinion, and the remaining portion of which will be paid upon, and subject to, the completion of the merger. Microsemi has also agreed to reimburse Qatalyst Partners for certain expenses incurred in performing its services. Microsemi has also agreed to indemnify Qatalyst Partners and its affiliates, their respective members, directors, officers, partners, agents and employees and any person controlling Qatalyst Partners or any of its affiliates against certain liabilities, including certain liabilities under the federal securities laws, and expenses related to or arising out of Qatalyst Partners’ engagement.

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Financing of the Merger

Microchip and Merger Sub estimate that the total amount of funds necessary to complete the merger and the other transactions contemplated by the merger agreement will be approximately $10.15 billion, which will be funded through a combination of debt financing under the debt commitment letter described below, debt incurred under Microchip’s existing revolving line of credit, the issuance of a new term loan B facility, and Microchip’s and Microsemi’s cash and cash equivalents on hand at closing. This amount includes the funds needed to (1) pay Microsemi’s stockholders the amounts due to them under the merger agreement, (2) make payments in respect of Microsemi’s outstanding equity-based awards pursuant to the merger agreement, (3) refinance or otherwise discharge outstanding indebtedness of Microsemi under Microsemi’s existing credit agreement and Microsemi’s 9.125% senior notes due 2023, and (4) pay related fees, expenses and taxes.

On March 1, 2018, in connection with executing the merger agreement, Microchip entered into a commitment letter (the “commitment letter”) with JPMorgan Chase Bank, N.A. (the “new lender”) pursuant to which the new lender committed to provide to Microchip (1) a new senior secured revolving credit facility of up to $3.122 billion (the “backstop revolving credit facility”) in the event that specified amendments to Microchip’s existing credit agreement are not obtained (the “required approvals”), (2) a new senior secured term loan facility of up to $5.0 billion (the “new term loan B facility”) and (3) a new 364-day secured bridge facility of up to $625.0 million (the “new bridge facility” and, together with the new revolving facility and the new term loan B facility, the “new credit facilities”), in each case, subject to the execution of definitive documentation and customary closing conditions. Microchip expects to enter into definitive documentation for the amendments to Microchip’s existing credit agreement to reflect the require approvals as soon as practicable after such required approvals are obtained and for the new credit facilities concurrently with the consummation of the transactions contemplated by the merger agreement.

The commitment letter and the commitments under the commitment letter expire if  (1) the initial borrowing under the new credit facilities does not occur on or before the “Termination Date” (as defined in the merger agreement), as such date may be extended pursuant to the terms of Section 8.1(d) of the merger agreement, (2) the merger agreement is terminated without the funding of the new credit facilities, or (3) the closing of the merger occurs without the use of the new credit facilities. In addition, the commitments of the new lender under the commitment letter may be reduced or terminated as follows:

•

The commitments in respect of the backstop revolving credit facility terminate upon the obtaining of the required approvals and the effectiveness of the amendment to Microchip’s existing credit agreement to effect such required approvals.

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•

The commitments in respect of the new term loan B facility will be reduced by 100% of the net cash proceeds received by Microchip or its subsidiaries prior to the closing date from (1) the sale or issuance of secured or unsecured senior notes by Microchip and (2) equity securities issued by Microchip, subject to certain exceptions.

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Microchip has the right to reduce the amount of commitments under the new bridge facility subject to (1) compliance with any applicable requirements of the merger agreement and (2) the reasonable satisfaction of the lead arranger for the new bridge facility that Microchip will have sufficient liquidity on a pro forma basis immediately after giving effect to such reduction and the consummation of the transactions contemplated by the commitment letter.

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The availability of the new credit facilities is conditioned on the consummation of Microchip’s acquisition of Microsemi in all material respects in accordance with the merger agreement, and other conditions including, but not limited to the following (subject, in each case, to customary “certain funds” provisions):

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execution of final customary documentation;

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delivery of a solvency certificate in a pre-agreed form by the chief financial officer of Microchip;

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absence of any “Company Material Adverse Effect” (as defined in the merger agreement) since December 31, 2017;

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•

delivery of certain financial statements (including pro forma financial statements) and forecasts by Microchip;

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accuracy of specified representations and warranties in the Merger Agreement and the accuracy in all material respects of specified representations and warranties to be contained in the definitive documentation for the new credit facilities;

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delivery of documentation and other information about Microchip and its subsidiaries who are guarantors required under applicable “know your customer” and anti-money laundering rules and regulations (including the PATRIOT Act);

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payment of certain fees and expenses;

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subject to certain limitations, the taking of certain actions necessary to establish and perfect a priority security interest in specified items of collateral; and

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the lead arrangers shall have received information required to prepare a customary confidential information memorandum for the credit facilities and been afforded a period at least 20 consecutive business days (subject to certain blackout periods) after the delivery of the information required to prepare a customary confidential information memorandum to syndicate the new credit facilities and solicit the required approvals.

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Microchip’s existing credit agreement will mature on February 4, 2020 unless the lenders thereunder agree to Microchip’s request to amend the existing credit agreement to extend the maturity date. The backstop revolving facility will mature on February 4, 2020 and the new bridge facility will mature 364 days after the closing date. The new term loan B facility is expected to mature seven years after the closing date.

Under the new credit facilities, Microchip will be able to borrow under a “Base Rate” which approximates the prime rate plus an applicable margin or “Eurocurrency Rate” which approximates LIBOR plus an applicable margin. Microchip expects the applicable margin under its existing credit agreement or the backstop revolving facility, as applicable, to range from 0.25% to 1.25%, in the case of Base Rate loans, and 1.25% to 2.25%, in the case of Eurocurrency Rate loans, in each case based on Microchip’s leverage ratio. Initially, the applicable margin is expected to be 2.25% in the case of Eurocurrency Rate Loans and 1.25% in the case of Base Rate loans. Microchip expects the loans under the new term loan B facility to have an applicable margin of 2.25% in the case of Eurocurrency Rate loans and 1.25% in the case of Base Rate loans. Commitments under the existing revolving credit facility or the backstop revolving facility, as applicable, will be subject to an undrawn commitment fee ranging from 0.20% to 0.40% based on Microchip’s leverage ratio. Loans under the new bridge facility would accrue interest at the Base Rate plus an applicable margin of 0.50% or the Eurocurrency Rate plus an applicable margin of 1.50%, with such margins increasing by 0.25% 90 days after the closing date and an additional 0.25% each 90 days thereafter.

At closing of the new credit facilities, Microchip expects the principal amounts outstanding to be Eurocurrency Rate loans and interest rate information to be as follows (amounts in millions, except percentages):

(1)

Amounts in millions, except percentages.

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(2)

The Base Rate and the Eurocurrency Rate are based on such rates as published on April 16, 2018.

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For purposes of the foregoing, we have assumed that Microchip will receive $5 billion aggregate net cash proceeds from the new term loan B facility prior to the closing date and that Microchip will borrow up to $625 million under the new bridge facility, if needed.

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The obligations under the new credit facilities will be Microchip’s and the guarantors’ senior secured obligations, secured by a lien on substantially all of Microchip’s and the guarantor’s assets (collectively, the “collateral”) and will rank senior to any of its and the guarantors’ unsecured indebtedness to the extent of the value of the collateral.

The new credit facilities will contain representations and warranties, covenants and events of default substantially similar to Microchip’s existing credit agreement, subject to such additional exceptions as may be necessary or reasonably requested by Microchip in connection with the acquisition. The new credit facilities will contain financial maintenance covenants, including (i) a maximum total leverage ratio as of the last day of any fiscal quarter not to exceed 6.75 to 1.00; subject to certain step-downs on the first and second anniversary of the closing date; (ii) a minimum interest coverage ratio as of the last day of any fiscal quarter shall not be less than 3.25 to 1.00; and (iii) a maximum senior leverage ratio as the last day of any fiscal quarter not to exceed 4.75 to 1.00, subject to certain step-downs on the first and second anniversary of the closing date. The new credit facilities will also contain restrictive covenants that limit, among other things, the ability of Microchip’s subsidiaries to incur additional indebtedness, and that limit the ability of Microchip and its subsidiaries to pay dividends, make distributions or make other restricted payments, make certain investments, create restrictions on distributions from subsidiaries, engage in sale leaseback transactions, amend the terms of certain other indebtedness, create liens, sell assets, consolidate, merge, sell or otherwise dispose of all or substantially all of its or their respective assets, and enter into certain transactions with affiliates. The new credit facilities also will contain customary events of default, among other things, including the failure to make timely payments under the new credit facilities or other material indebtedness, the failure to satisfy certain covenants, the occurrence of a change of control and specified events of bankruptcy and insolvency.

Microchip has agreed to use, and to cause its subsidiaries to use, reasonable best efforts to consummate the debt financing on the terms and subject to the conditions described in the commitment letter. If any portion of the debt financing (including after giving effect to the exercise of any “market flex” provisions contained in the commitment letter or any other agreements entered into in connection therewith) becomes unavailable to Microchip on the terms and conditions contemplated by the commitment letter, (1) Microchip must promptly notify Microsemi, and (2) Microchip must use its reasonable best efforts to obtain alternative financing on terms and conditions not materially less favorable in the aggregate to Microchip than those set forth in the commitment letter and in an amount at least equal to the amount (taking into account cash on hand and other sources of funds available to Microchip) required to consummate the merger. See the section entitled “The Merger Agreement — Financing,” beginning on page 77 of this proxy statement.

As of the date of this proxy statement, no alternative financing arrangements or alternative financing plans have been made in the event that the new credit facilities are not available. The availability of the new credit facilities is subject to certain conditions but is not subject to due diligence or other similar conditions. Further, the commitment letter contains customary “certain funds” provisions which materially limit the number and scope of conditions precedent to the funding of the new credit facilities on the closing date. However, such financing may not be considered certain.

The definitive documentation governing the new credit facilities has not been finalized and, accordingly, the actual terms of the new credit facilities may differ from those described in this proxy statement.

Microsemi cannot assure you that the amounts committed under the commitment letter, together with Microchip’s and Microsemi’s combined cash and cash equivalents on hand, will be sufficient to consummate the merger. Those amounts might be insufficient if, among other things, one or more of the parties to the commitment letter fail to fund the committed amounts in breach of such financing commitments or if the conditions to such commitments are not met. Although obtaining the proceeds of any financing, including the financing under the commitment letter, is not a condition to the consummation of the merger, the failure of Microchip and Merger Sub to obtain any portion of the debt financing (or any alternative financing) may result in the failure of the merger to be completed.

Closing and Effective Time of the Merger

Assuming receipt of required regulatory approvals and timely satisfaction of other closing conditions, including the approval by our stockholders of the merger proposal, we currently expect the closing of the

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merger to occur in June 2018. See the section entitled “The Merger Agreement — Closing and Effective Time of the Merger” beginning on page 64.

The effective time of the merger will occur upon a certificate of merger having been duly filed with and accepted by the Secretary of State of the State of Delaware (or at such later time as Microsemi and Microchip may agree in writing and is specified in the certificate of merger).

Payment of Merger Consideration and Surrender of Stock Certificates

At or prior to the effective time of the merger, Microchip will deposit, or will cause to be deposited, with the payment agent, for the benefit of the holders of shares of our common stock, a cash amount necessary to pay the aggregate merger consideration payable to our stockholders and, to the extent not previously deposited by Microsemi with another financial institution, the consideration payable to our equity-based and performance-based award holders as a result of the merger.

Promptly after the effective time of the merger, and in any event within five business days thereafter, Microchip and the surviving corporation will cause the payment agent to mail (i) to each of our stockholders of record immediately prior to the effective time of the merger who hold certificated shares of our common stock (other than holders of excluded shares and dissenting shares) (A) a letter of transmittal specifying that delivery will be effected, and risk of loss and title will pass, only upon the delivery of the certificates representing shares of our common stock (or affidavits of loss in lieu of such certificates as provided in the merger agreement) to the payment agent, and (B) instructions advising each such holder of record how to surrender his, her or its shares of our common stock in exchange for the merger consideration, and (ii) to each of our stockholders of record immediately prior to the effective time of the merger who hold uncertificated shares of our common stock (other than holders of excluded shares and dissenting shares), a notice that the merger has become effective. The payment agent will pay each holder of record the aggregate merger consideration to which such holder is entitled (i) in the case of certificated shares, after delivery or transfer of such shares by holders of certificated shares and (ii) in the case of uncertificated shares, without any action on the part of the person in whose name such uncertificated shares are registered. Interest will not be paid or accrue in respect of the merger consideration. From the effective time until the surrender or transfer of certificates or book-entry shares, as the case may be, each such certificate or book-entry share will represent only the right to receive in exchange therefor a cash amount (after giving effect to any required tax withholdings) equal to the merger consideration.

In the event of a transfer of ownership of shares that is not registered in the transfer records of Microsemi, a cash amount equal to the merger consideration upon due surrender of the certificates may be paid to such transferee if the certificates formerly representing such shares are presented to the payment agent, accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that any applicable stock transfer or other similar taxes have been paid or are not applicable.

You should not return any stock certificates you hold with the enclosed proxy card, and you should not forward any stock certificates to the payment agent without a letter of transmittal.

Any holder of uncertificated shares will not be required to deliver a certificate or an executed letter of transmittal to the payment agent to receive the merger consideration that such holder is entitled to receive. Microchip will cause the payment agent to pay and deliver, as promptly as reasonably practicable after the effective time of the merger, the merger consideration in respect of such uncertificated shares (and such shares will be cancelled).

From and after the effective time of the merger, there will be no further transfers of shares of our common stock that were outstanding immediately prior to the effective time of the merger.

If any cash deposited with the payment agent remains unclaimed for one year following the effective time of the merger, such cash will be delivered to Microchip. Thereafter, holders of our common stock (other than holders of excluded shares) who have not received payment due to non-compliance with the exchange procedures will be entitled to look only to Microchip with respect to payment of the merger consideration (after giving effect to any required tax withholdings), without any interest thereon.

If you have lost a certificate, or if it has been stolen or destroyed, then before you will be entitled to receive the merger consideration, you will be required to provide an affidavit of the loss, theft or destruction, and, if

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required by Microchip, post a bond in a reasonable amount and upon reasonable terms as may be required by the payment agent, Microchip and the surviving corporation as indemnity against any claim that may be made against Microchip, the surviving corporation or the payment agent with respect to such certificate. These procedures will be described in the letter of transmittal and related instructions that you will receive, which you should read carefully and in their entirety.

Microchip, Microsemi, Merger Sub, the surviving corporation and the payment agent will be entitled to deduct and withhold from the merger consideration such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax law. Any sum that is withheld will be remitted to the appropriate taxing authority, and will be treated for all purposes of the merger agreement as having been paid to the holder of shares with regard to whom it is deducted and withheld.

The merger consideration paid upon the surrender of certificates or transfer of uncertificated shares in accordance with the exchange procedures will be deemed to have been paid in full satisfaction of all rights pertaining to the shares so surrendered or transferred.

Interests of Certain Persons in the Merger

In considering the recommendation of the Board that you vote to adopt the merger agreement, you should be aware that aside from their interests as Microsemi stockholders, Microsemi’s directors and executive officers have interests in the merger that may be different from, or in addition to, those of Microsemi stockholders generally. Members of the Board were aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending to Microsemi stockholders that the merger agreement be adopted. For more information, see the sections entitled “The Merger — Background of the Merger” beginning on page 29 and “The Merger — Reasons for the Merger; Recommendation of the Board” beginning on page 38. These interests are described in more detail below, and certain of them are quantified in the narrative and in the section entitled “Non-Binding, Advisory Vote on Merger-Related Compensation for Microsemi’s Named Executive Officers — Golden Parachute Compensation” beginning on page 85.

Treatment of Outstanding Equity-Based and Performance Awards

The Microsemi RSUs, PSUs, and Restricted Stock (which we collectively refer to as Microsemi equity awards), held by Microsemi’s executive officers immediately prior to the effective time of the merger will be treated in the same manner as those Microsemi equity awards held by other employees of Microsemi. Microsemi’s executive officers do not hold any Microsemi stock options or stock appreciation rights awards. Microsemi’s non-employee directors do not hold any unvested Microsemi equity awards and only hold vested shares of Microsemi common stock. As described further in the section titled “The Merger Agreement — Treatment of Common Stock, Stock-Based Awards and Performance Awards” beginning on page 65, Microsemi equity awards will be subject to the following treatment:

•

Unvested RSUs .   At the effective time of the merger, each Microsemi RSU award that is outstanding immediately prior to the effective time of the merger, to the extent unvested (after giving effect to any acceleration of vesting in connection with the merger pursuant to the terms of the award), will be assumed by Microchip and converted into a Microchip RSU, with the number of shares of Microchip common stock subject to assumed RSUs equal to the product of  (i) the number of shares of Microsemi common stock subject to the unvested Microsemi RSU award as of immediately prior to the effective time of the merger and (ii) the equity award exchange ratio (rounded down to the nearest whole share). Each assumed RSU will otherwise be subject to the same terms and conditions that were applicable to such award immediately prior to the effective time of the merger, including the same vesting schedule and any applicable accelerated vesting provisions.

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•

Vested RSUs .   At the effective time of the merger, each Microsemi RSU award that is outstanding and unsettled immediately prior to the effective time of the merger and that is vested or will vest in connection with the merger pursuant to the terms of the award will be cancelled and converted into the right to receive (without interest and less applicable withholding taxes) an amount in cash equal to the number of shares subject to the vested RSU award multiplied by $68.78.

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•

PSUs .   At the effective time of the merger, each Microsemi PSU award outstanding immediately prior to the effective time of the merger will be vested immediately prior to the effective time of the merger as to a percentage of the total number of shares of Microsemi common stock subject to the award as determined by the Compensation Committee of the Board (which percentage will in no event be less than 100% of the target number of shares subject to the award or greater than the maximum possible vesting percentage under the terms of the award). Each such vested Microsemi PSU will be cancelled and converted into the right to receive (without interest and less applicable withholding taxes) an amount in cash equal to the number of vested PSUs (after giving effect to the foregoing determination by the Compensation Committee) multiplied by $68.78.

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Restricted Stock .   At the effective time of the merger, each share of Microsemi Restricted Stock will be cancelled and converted into the right to receive an amount in cash equal to $68.78 (less applicable withholding taxes), which will be subject to the same vesting requirements and other terms and conditions that were applicable to such Restricted Stock award immediately prior to the effective time of the merger (including any vesting or acceleration provisions provided with respect to the award). The cash amount will be paid on or reasonably promptly after the applicable vesting date.

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Non-US Company Compensatory Awards.    Microsemi and Microchip may, prior to the effective time of the merger, agree that any outstanding stock option, stock appreciation right, RSU, PSU or Restricted Stock award that is subject to the laws of a non-U.S. jurisdiction be treated in a manner other than as set forth above, to the extent that Microsemi and Microchip reasonably and in good faith determine that (A) the manner in which such award would otherwise be treated would result in a violation of applicable laws or a materially adverse tax consequence to the individual holding such award in the applicable non-U.S. jurisdiction, (B) such different treatment is necessary to comply with such applicable laws and (C) such different treatment is, to the maximum extent practicable, consistent with the applicable provisions of the merger agreement.

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Assuming the merger was completed on March 30, 2018, the estimated aggregate amount that would be payable to Microsemi’s executive officers as a group for their Microsemi equity awards is as follows: (a) with respect to Microsemi vested RSUs (including RSUs that will vest in connection with the merger), $0 and (b) with respect to Microsemi vested PSUs, other than the PSUs granted to Mr. Peterson in July 2016, (including PSUs that will vest in connection with the merger), $23,244,269 (assuming the PSUs vest as to 100% of the target number of shares subject to the award) or $97,489,116 (assuming the PSUs vest as to the maximum number of PSUs subject to the award). As noted above, the number of PSUs that vest in connection with the merger, other than the PSUs granted to Mr. Peterson in July 2016, will be determined based on a vesting percentage determined prior to the effective time of the merger by the Compensation Committee of the Board (which percentage will in no event be less than 100% of the target number of shares subject to the award or greater than the maximum possible vesting percentage under the terms of the award). As noted above, Microsemi’s executive officers do not currently hold any Microsemi stock options or stock appreciation rights. Also, as noted above, Microsemi’s non-employee directors do not hold any unvested Microsemi equity awards.

For an estimate of the amounts that would be payable to each of Microsemi’s executive officers in connection with any acceleration of their Microsemi equity awards, see the section entitled “Non-Binding, Advisory Vote on Merger-Related Compensation for Microsemi’s Named Executive Officers — Golden Parachute Compensation” beginning on page 85. The amounts in the preceding paragraph were determined using the merger consideration of  $68.78 per share.

Executive Retention Agreements

Microsemi’s executive officers (who include Messrs. Peterson, Hohener, Pickle, Litchfield, Goren and Goerner) are each party to an agreement (we refer to each agreement as a retention agreement), that provides for certain severance benefits in the event the executive officer’s employment is terminated by Microsemi without cause or by the executive officer for good reason (as such terms are defined in the executive officer’s retention agreement) following a change in control of Microsemi (which we refer to as a qualifying termination). The merger will constitute a change in control for purposes of the retention agreements. Each of the retention agreements has a rolling two year term, unless either party gives notice of non-renewal, in which case the term will be two years from the date of the non-renewal notice.

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The retention agreements provide that, in the event the executive officer’s employment is terminated in a qualifying termination following a change in control, the executive officer will be entitled to:

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a lump sum payment of two times the executive officer’s base salary;

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a lump sum payment of two times the executive officer’s highest annual incentive compensation paid during any of the preceding three full fiscal years (in the case of Messrs. Peterson, Pickle and Hohener) or two times the executive officer’s target annual incentive compensation for the year of termination (in the case of Messrs. Litchfield, Goren and Goerner);

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a lump sum payment equal to two times the executive officer’s car allowance in effect at the time of termination;

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full acceleration of the executive officer’s outstanding and unvested equity awards (other than Mr. Peterson’s July 2016 equity award described below);

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continued payment by Microsemi of premiums (in the case of Messrs. Peterson, Pickle and Hohener), or a lump sum payment equal to the expected costs (in the case of Messrs. Litchfield, Goren and Goerner), for the executive officer’s medical, dental and vision benefits and life insurance for two years following termination (in the case of Messrs. Peterson, Pickle and Hohener, subject to earlier termination of such benefits if the executive officer is employed by another company during such period);

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a lump sum payment of an amount equal to all unvested company contributions credited to the executive officer’s Microsemi 401(k) plan account at the time of termination; and

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a lump sum payment of a pro rata amount of the executive’s base salary in effect on the date of termination, for each day of vacation leave that is accrued but not yet paid.

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All payments to the executive officers in connection with a qualifying termination are contingent upon the executive officer’s execution of a general release agreement in favor of Microsemi and the executive officer’s compliance with eighteen-month (in the case of Mr. Peterson), twelve-month (in the case of Mr. Pickle) or twenty-four month (in the case of the other executive officers) post-termination non-competition (other than for Mr. Peterson), non-disparagement and non-solicitation of employees covenants. The severance payments are generally scheduled to be paid on the fifteenth day following termination, but in no event before the right to revoke the release has lapsed (and if the period to revoke the release spans two calendar years, the payments will be made in the second of the two calendar years). Furthermore, if the executive officer is a “specified employee” within the meaning of Section 409A of the Code, the severance payments will not be made until the earlier of six months from the executive officer’s termination or the date of the executive officer’s death, to the extent such a delay is required to avoid any tax, penalty or interest under Section 409A of the Code.

“Good reason” is defined under the Retention Agreements (as amended) to include, in general, the occurrence of any of the following events: (i) any reduction in the compensation or benefits provided to the executive officer, (ii) any change in the executive officer’s primary place of business to a location more than fifty miles from Microsemi’s principal executive office, (iii) (for all executive officers, except Mr. Hohener) any material reduction in the authorities, duties and responsibilities of the executive officer in effect as of immediately prior to the change in control, (iv) any failure by Microsemi to obtain the assumption of the Retention Agreement by any successor of Microsemi, (v) any material breach by Microsemi of the Retention Agreement or (in the case of all executive officers except Mr. Hohener) any other agreement with the executive officer, (vi) (for Mr. Hohener only) the assignment to Mr. Hohener of duties inconsistent with his position so as to constitute a diminution of his status within Microsemi, including an assignment of Mr. Hohener to a position other than Chief Financial Officer of the ultimate parent company in the event Microsemi is acquired by another company, and (vii) (for Mr. Hohener) any action taken by the Board or a committee of the Board to effect any of the events listed in the previous clauses.

The retention agreement for Mr. Peterson provides that if the payments and benefits provided to Mr. Peterson under the retention agreement or otherwise would cause Mr. Peterson to be subject to an excise tax for “excess parachute payments” under Sections 280G and 4999 of the Code (or a similar state tax provision), then Microsemi will pay Mr. Peterson an amount necessary to put him in the same after-tax

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position as if no excise tax had been imposed. In connection with the merger, Microsemi’s other executive officers have entered into letter agreements with Microsemi that provide in the event any payments and benefits provided to the executive officer under any Microsemi plan or agreement would cause the executive officer to be subject to an excise tax for “excess parachute payments” under Sections 280G and 4999 of the Code, then such payments and benefits will be reduced if and to the extent a reduction in payments or benefits would result in the executive officer retaining a larger amount on an after-tax basis than if the executive officer received all the payments and benefits.

For an estimate of the value of the payments and benefits described above that would be payable to Microsemi’s executive officers under their respective retention agreements upon a qualifying termination of the executive officer’s employment in connection with the merger, see the section entitled “Non-Binding, Advisory Vote on Merger-Related Compensation for Microsemi’s Named Executive Officers — Golden Parachute Compensation” beginning on page 85.

Fiscal 2018 Executive Non-Equity Incentive Awards

Each of the executive officers was granted a cash incentive award opportunity under Microsemi’s Fiscal 2018 Executive Non-Equity Incentive Plan (which we refer to as the fiscal 2018 cash incentive plan), which provides for the payment of cash bonuses based on Microsemi’s performance for fiscal 2018. The fiscal 2018 cash incentive plan provides that upon a change in control of Microsemi, such as the merger, during fiscal 2018, the performance period will end on the last day of the fiscal quarter that ends in connection with or precedes the change in control event and the executive officer will receive a cash bonus equal to the greater of the executive officer’s target cash incentive amount (less the amount, if any, of any bonus paid or payable to the executive officer based on the Company’s performance for the first two quarters of fiscal 2018) or the cash bonus that would be earned based on Microsemi’s performance for the shortened performance period (including the offset for any bonus paid or payable based on the Company’s performance for the first two quarters of fiscal 2018), as determined by the Compensation Committee of the Board. Such cash bonus will be paid promptly, but in no event more than one month, after the merger. The payments may be paid in Microsemi common stock. See the section entitled “The Merger — Background of the Merger” beginning on page 29 for a more detailed discussion on the background of the fiscal 2018 cash incentive plan.

For an estimate of the value of the fiscal 2018 cash incentive awards that will be payable to Microsemi’s executive officers in connection with the merger, see the section entitled “Non-Binding, Advisory Vote on Merger-Related Compensation for Microsemi’s Named Executive Officers — Golden Parachute Compensation” beginning on page 85.

Additional Equity Awards

On March 30, 2018, Microsemi granted to each of the executive officers, other than Mr. Peterson, an RSU award that vests over three years, with 40% of the total number of RSUs subject to the award scheduled to vest on September 30, 2019 and 30% of the total number of RSUs subject to the award scheduled to vest on each of September 30, 2020 and September 30, 2021 (which we refer to as the new RSU award). The new RSU awards are the new Microsemi executive officer equity awards that are referenced in the section entitled “The Merger — Background of the Merger” beginning on page 29. The award agreements for the new RSU awards provide that if the executive officer’s employment is terminated without cause or if the executive officer resigns for good reason (as such terms are defined above in the discussion of the executive officers’ retention agreements, each a “qualifying termination”), the executive officer’s new RSU award will fully vest at the time of such qualifying termination. If a change in control of Microsemi does not occur by October 1, 2018, the award agreements for the new RSU awards also provide that the Compensation Committee of the Board may, prior to the occurrence of such a change in control, add performance-based vesting conditions to the new RSU awards.

Mr. Pickle was granted a new RSU award with respect to 39,647 shares of Microsemi common stock, Mr. Hohener was granted a new RSU award with respect to 32,401 shares of Microsemi common stock, Mr. Litchfield was granted a new RSU award with respect to 34,765 shares of Microsemi common stock, Mr. Goren was granted a new RSU award with respect to 23,192 shares of Microsemi common stock, and Mr. Goerner was granted a new RSU award with respect to 18,294 shares of Microsemi common stock.

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For an estimate of the amounts that would be payable to each of Microsemi’s executive officers in connection with any acceleration of their Microsemi equity awards assuming a qualifying termination of the executive officer’s employment occurs on March 30, 2018, see the section entitled “Non-Binding, Advisory Vote on Merger-Related Compensation for Microsemi’s Named Executive Officers — Golden Parachute Compensation” beginning on page 85.

Mr. Peterson’s July 2016 Equity Award

Mr. Peterson was granted a PSU award in July 2016 that vests if Microsemi’s common stock achieves certain threshold closing prices for at least twenty consecutive trading days during a five year performance period. The award previously vested as to the $50 and $60 per share vesting tranches under the award on December 9, 2016 and March 14, 2018, respectively. The award agreement provides that the remaining PSUs subject to the award, which cover a total of 250,000 shares of Microsemi common stock, will vest either (a) upon a change in control of Microsemi, such as the merger, if the sale price per share in the change in control transaction exceeds $70 per share, or (b) if the closing price of Microsemi’s common stock on Nasdaq equals or exceeds $70 per share for each trading day in a period of not less than twenty consecutive trading days prior to the effective time of the merger. Since the per share merger consideration does not exceed $70 per share, at the effective time of the merger Mr. Peterson will forfeit the remaining 250,000 unvested PSUs subject to this award unless, prior to that time, the closing price of Microsemi’s common stock on Nasdaq equals or exceeds $70 per share for each trading day in a period of not less than twenty consecutive trading days.

Other Compensation Matters

Under the merger agreement, Microsemi may pay fiscal 2018 bonuses for the first half of fiscal 2018 (including to Microsemi’s executive officers pursuant to Microsemi’s fiscal 2018 cash incentive plan described above) if the effective time of the merger has not occurred by the first day of the third fiscal quarter of fiscal 2018. In addition, if the effective time of the merger has not occurred by October 1, 2018, Microsemi may adopt a fiscal 2019 annual incentive plan with terms similar to the fiscal 2018 cash incentive plan described above and may pay bonuses for the full 2018 fiscal year under the fiscal 2018 cash incentive plan. To the extent any performance period under a Microsemi bonus plan is deemed to end on or in connection with the effective time of the merger, the Compensation Committee or other applicable administrator will, prior to the effective time of the merger, determine the bonus payable pursuant to the terms of the applicable plan or in the ordinary course of business, consistent with past practice. Microsemi may settle bonus, commission and other incentive payments in Microsemi common stock.

Under the merger agreement, if the effective time of the merger has not occurred by October 1, 2018, Microsemi may grant restricted stock, restricted stock unit and/or performance stock unit awards for its fiscal 2019 year to employees, including executive officers. Microsemi may also make ordinary course increases to the annual salaries of employees, including executive officers, consistent with past practice.

Under the merger agreement, Microsemi may also pay compensation, including the granting of restricted stock and/or restricted stock unit awards, to Microsemi’s non-employee directors in the ordinary course of business, consistent with past practice.

Indemnification and Insurance

Pursuant to the terms of the merger agreement, Microsemi’s directors and officers will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies. See the section entitled “The Merger Agreement — Directors’ and Officers’ Indemnification and Insurance” beginning on page 82 for a description of such ongoing indemnification and coverage obligations.

Material U.S. Federal Income Tax Consequences of the Merger

The following is a summary of the material U.S. federal income tax consequences of the merger to U.S. holders (as defined below) whose shares of our common stock are converted into the right to receive cash in the merger. This summary does not purport to consider all aspects of U.S. federal income taxation that might be relevant to our stockholders. For purposes of this discussion, we use the term “U.S. holder” to mean a beneficial owner of shares of our common stock that is, for U.S. federal income tax purposes:

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an individual who is a citizen or resident of the United States;

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a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States or any of its political subdivisions;

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a trust that (i) is subject to the primary supervision of a court within the United States and of which one or more U.S. persons have the authority to control all substantial decisions or (ii) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person; or

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an estate that is subject to U.S. federal income tax on its income regardless of its source.

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If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our common stock, the U.S. federal income tax treatment of a partner generally will depend on the status of the partner and the tax treatment of the partnership. A partner of a partnership holding our common stock should consult its tax advisor regarding the U.S. federal income tax consequences of the merger.

This discussion is based on the Internal Revenue Code of 1986, as amended (which we refer to as the Code), Treasury regulations promulgated under the Code and published rulings of the Internal Revenue Service and court decisions, all as of the date hereof. These laws are subject to change or differing interpretation, possibly on a retroactive basis, which could affect the treatment described below. In addition, we have not sought, and do not intend to seek, any ruling from the Internal Revenue Service (which we refer to as the IRS) with respect to the statements made and the conclusions reached in the following discussion, and no assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event of litigation. The discussion applies only to U.S. holders who hold shares of our common stock as capital assets, and does not apply to holders of shares of our common stock received in connection with the exercise of employee stock options or otherwise as compensation, holders who hold an equity interest, actually or constructively, in Microchip or Microsemi after the merger, holders who have perfected and not withdrawn a demand for, or lost the right to, appraisal under the DGCL or to holders who may be subject to special rules under the U.S. federal income tax laws (such as insurance companies, banks, tax-exempt organizations, financial institutions, broker-dealers, partnerships, S corporations or other pass-through entities (or investors therein), mutual funds, traders in securities who elect the mark-to-market method of accounting, stockholders subject to the alternative minimum tax, stockholders that have a functional currency other than the U.S. dollar or stockholders who hold our common stock as part of a hedge, straddle, wash sale, constructive sale or conversion transaction). This discussion also does not address the U.S. tax consequences of the receipt of cash in connection with the treatment of stock-based awards or any other matters relating to equity compensation or benefit plans or any aspect of state, local or foreign tax laws. This discussion does not address any consequences under the U.S. federal tax laws other than those pertaining to the income tax, does not discuss the unearned income Medicare contribution tax on “net investment income” imposed pursuant to the Health Care and Education Reconciliation Act of 2010 and does not address any consequences under any applicate state, local or foreign tax laws. Holders of our common stock should consult their own tax advisors to determine the particular tax consequences to them of the merger, including the applicability and effect of any state, local, foreign or other tax laws.

Exchange of Shares of Our Common Stock for Cash Pursuant to the Merger Agreement

The exchange of shares of our common stock for cash in the merger will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. holder whose shares of our common stock are converted into the right to receive cash in the merger will recognize capital gain or loss for U.S. federal income tax purposes equal to the difference, if any, between the amount of cash received with respect to such shares (determined before the deduction of any applicable withholding taxes, as described below under “Backup Withholding and Information Reporting”) and the U.S. holder’s adjusted tax basis in such shares. A U.S. holder’s adjusted tax basis will generally equal the price the U.S. holder paid for its shares. Gain or loss will be determined separately for each block of shares of our common stock held by a U.S. holder (i.e., shares of our common stock acquired at the same cost in a single transaction). Any such capital gain or loss will be long-term capital gain or loss where the U.S. holder’s holding period for such shares of our common stock is more than one year at the effective time of the merger. Long-term capital gain of a non-corporate U.S. holder is generally taxed at preferential rates. There are limitations on the deductibility of capital losses.

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Backup Withholding and Information Reporting

A U.S. holder may be subject to information reporting with respect to any payments made pursuant to the merger. In addition, backup withholding of tax will apply at the statutory rate to such payments, unless the U.S. holder or other applicable payee provides a taxpayer identification number, certifies that such number is correct and otherwise complies with the backup withholding rules or otherwise establishes an exemption. Each U.S. holder should complete and sign, under penalty of perjury, the Form W-9 to be included as part of the letter of transmittal and return it to the payment agent, in order to provide the information and certification necessary to avoid backup withholding, unless an exemption applies and is established in a manner satisfactory to the payment agent.

Backup withholding is not an additional tax. Any amounts withheld from cash payments to a U.S. holder pursuant to the merger under the backup withholding rules will generally be allowable as a refund or a credit against such U.S. holder’s U.S. federal income tax liability provided the required information is timely furnished to the Internal Revenue Service. U.S. holders are urged to consult their tax advisors as to qualifications for exemption from backup withholding and the procedure for obtaining the exemption.

The U.S. federal income tax consequences described above are not intended to constitute a complete description of all tax consequences relating to the merger. Because individual circumstances may differ, each stockholder should consult the stockholder’s tax advisor regarding the applicability of the rules discussed above to the stockholder and the particular tax effects to the stockholder of the merger in light of such stockholder’s particular circumstances, the application of state, local and foreign tax laws, and, if applicable, the treatment of stock-based awards or any other matters relating to equity compensation or benefit plans.

Regulatory Approvals

Completion of the merger is subject to the U.S. and foreign antitrust clearances listed below. Although Microsemi and Microchip believe that they will be able to obtain these clearances in a timely manner, there can be no assurances that they will obtain these clearances in a timely manner or at all. The governmental agencies listed below that have jurisdiction over the merger have broad discretion in making their decisions as to whether to grant clearances and as to the conditions that such clearances will be subject to. Recent statements and actions of the United States government, including the decision to prohibit Broadcom Ltd.’s acquisition of Qualcomm Inc., have raised concerns that the governments of other countries will act in an increasingly protectionist manner, including with respect to antitrust clearances. For example, various media outlets have reported that a senior official of the Anti-Monopoly Bureau of the Ministry of Commerce of China (which we refer to as MOFCOM) has recently stated that China will seriously evaluate the effects of protectionist practices by the United States and the European Union and take relevant measures if necessary to defend the interests of domestic Chinese enterprises. If Microsemi and Microchip are not able to obtain the regulatory approvals required to complete the merger, the merger will not be completed.

Hart Scott Rodino Antitrust Improvements Act

The merger is subject to the requirements of the HSR Act and the related rules and regulations, which provide that certain transactions may not be completed until required information has been furnished to the Department of Justice (which we refer to as the DOJ), and the FTC and until certain waiting periods have been terminated or have expired. The HSR Act requires Microchip and Microsemi to observe a 30-day waiting period after the submission of their HSR filings before consummating the merger, unless the waiting period is terminated early. On March 13, 2018, each of Microchip and Microsemi filed a Notification and Report Form under the HSR Act with the DOJ and the FTC, which filings started the initial 30-day waiting period required by the HSR Act. The 30-day waiting period expired at 8:59 p.m. Pacific Daylight Time on April 12, 2018.

Other Regulatory Approvals

The merger is also subject to antitrust review by governmental authorities in several foreign jurisdictions in which Microchip and Microsemi have sufficient revenues to require filings. Microchip and Microsemi have submitted filings in Austria, Germany, China, the Philippines and Taiwan and will submit a filing in Japan as promptly as is reasonably practicable.

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Austria

Based on the businesses in which Microchip and Microsemi are engaged, a merger notification was made with the Federal Competition Authority (which we refer to as the FCA) on April 13, 2018. Under the Austrian Cartel Act, the merger may not be consummated until formal clearance has been granted by the FCA. The initial review period is four weeks from filing of the notification (Phase I), which may be extended to six weeks at the request of the notifying party. If the FCA or the Federal Cartel Prosecutor requests an in-depth (Phase II) review before the Cartel Court, the review period must be completed within an additional five months (extendable to six months at the request of the notifying party).

Germany

Based on the businesses in which Microchip and Microsemi are engaged, a merger notification was filed with the Federal Cartel Office (which we refer to as FCO) on April 13, 2018. Under the Act against Restraints of Competition, the merger may not be consummated until either formal clearance has been granted by the FCO or the relevant waiting period has expired. The initial review period (Phase I) is one month from filing of the notification. The review period may be extended by the longer of  (i) four months, or (ii) one month from the date of receipt by the FCO of all of the additionally requested information in the event of an in-depth investigation (Phase II).

China

Based on the businesses in which Microchip and Microsemi are engaged, a merger notification was made to MOFCOM on March 27, 2018. Under the Anti-Monopoly Law, the merger may not be consummated until (a) a clearance decision is received from MOFCOM or (b) a 30 calendar day review period following formal acceptance of a notification concerning the merger agreement, and the transactions contemplated thereby, (Phase I) expires without a decision from MOFCOM (in practice, MOFCOM does not let mergers through by way of such an ‘implied approval’ but either clears the deal or moves to the next review stage). The Phase I review period may be extended by an additional 90 calendar days (Phase II) and by a further 60 calendar days in the event of an in-depth investigation (Phase III).

Japan

Based on the businesses in which Microchip and Microsemi are engaged, the merger requires a share acquisition filing and a merger filing with the Japan Fair Trade Commission (which we refer to as the JFTC), pursuant to the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade (Act No.54 of April 14, 1947) (which we refer to as the AMA). Under the AMA, the merger may not be consummated until the expiration of a 30 calendar day review period following receipt of the completed filings for the two notifications concerning the share acquisition and the merger agreement as well as the transactions contemplated thereby (Phase I). The review period may be extended if before the expiry of the 30 calendar day review period, the JFTC requests additional information from Microchip and/or Microsemi in the event of an in-depth investigation (Phase II). Requesting additional information extends the review period by the longer of either (i) 120 calendar days from the date of acceptance of the initial notification, or (ii) 90 calendar days from the date of acceptance by the JFTC of all of the additionally requested information.

Philippines

Based on the businesses in which Microchip and Microsemi are engaged, a merger notification was made to the Philippine Competition Commission (which we refer to as the PCC) on March 27, 2018. Under the PCC Rules on Merger Procedure, the PCC will determine whether a filing is complete within 15 calendar days of the filing. The merger may not be consummated until the expiration of a 30 calendar day review period following the completed filing of a notification concerning the merger agreement and the transactions contemplated thereby (Phase I). The review period may be extended for an additional 60 calendar days starting on the day after service of a Phase II notice accompanied by a request for additional information (Phase II).

Taiwan

Based on the businesses in which Microchip and Microsemi are engaged, a combination notification was filed with the Taiwan Fair Trade Commission (which we refer to as the TFTC) on April 9, 2018. Under

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the Taiwan Fair Trade Act, the merger may not be consummated until the expiration of a 30 working day review period following the acceptance of a completed filing of a notification concerning the merger agreement and the transactions contemplated thereby. The review period may be extended for an additional 60 working days at the TFTC’s discretion.

In addition, non-U.S. regulatory bodies and U.S. state attorneys general could take action under the antitrust laws as they deem necessary or desirable in the public interest, including, without limitation, seeking to enjoin the completion of the merger or permitting completion subject to regulatory conditions. Private parties may also seek to take legal action under the antitrust laws under some circumstances. Although neither Microsemi nor Microchip believes that the merger will violate the antitrust laws, there can be no assurance that a challenge to the merger on antitrust grounds will not be made or, if such a challenge is made, that it would not be successful.

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THE MERGER AGREEMENT

This section describes the material terms of the merger agreement. The description of the merger agreement in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the merger agreement, a copy of which is attached as Annex A and is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. We encourage you to read the merger agreement carefully and in its entirety.

Explanatory Note Regarding the Merger Agreement

The merger agreement, a copy of which is attached as Annex A , and this summary of its terms are included in this proxy statement to provide you with information regarding its terms. Factual disclosures about Microsemi contained in this proxy statement or in Microsemi’s public reports filed with the SEC may supplement, update or modify the factual disclosures about Microsemi contained in the merger agreement. The representations, warranties and covenants made in the merger agreement by Microsemi, Microchip and Merger Sub were made solely to the parties to, and solely for the purposes of, the merger agreement and as of specific dates and were qualified and subject to important limitations agreed to by Microsemi, Microchip and Merger Sub in connection with negotiating the terms of the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purposes of establishing the circumstances in which a party to the merger agreement may have the right not to consummate the merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties to the merger agreement, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC and in some cases were qualified by matters set forth on the disclosure schedule delivered to Microchip in connection with the merger agreement (which we refer to as the disclosure schedule), which disclosures are not reflected in the merger agreement. Moreover, information concerning the subject matter of the representations and warranties may have changed since the date of the merger agreement. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts of Microsemi, Microchip, Merger Sub or any of their respective subsidiaries or affiliates.

Effects of the Merger; Directors and Officers; Certificate of Incorporation; By-laws

The merger agreement provides for the merger of Merger Sub with and into Microsemi upon the terms, and subject to the conditions, set forth in the merger agreement. As a result of the merger, the separate corporate existence of Merger Sub will cease and Microsemi will continue as the surviving corporation.

The directors and officers of Merger Sub at the effective time of the merger will, from and after the effective time of the merger, be the directors and officers, respectively, of the surviving corporation, in each case, until their respective successors have been duly elected or appointed and qualified.

At the effective time of the merger, the amended and restated certificate of incorporation of Microsemi will be amended and restated to read as set forth in Exhibit A to the merger agreement, until thereafter amended as provided therein or as provided by applicable law, and the by-laws of Merger Sub in effect immediately prior to the effective time of the merger will be the by-laws of the surviving corporation, until thereafter amended as provided therein or as provided by applicable law.

Following the completion of the merger, our common stock will be delisted from Nasdaq, will be deregistered under the Exchange Act and will cease to be publicly traded.

Closing and Effective Time of the Merger

The merger agreement provides that the closing of the merger (which we refer to as the closing), will take place on the second business day following the date on which the last of the conditions to closing (described in the section entitled “The Merger Agreement — Conditions to the Merger” beginning on

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page 78 ) has been satisfied or waived (other than those conditions that by their nature are to be satisfied at the closing of the merger, but subject to the satisfaction or waiver of those conditions on the closing date of the merger), or such other time and date as may be mutually agreed in writing by Microsemi and Microchip. However, if the marketing period (as summarized below) has not ended on such date, the closing will instead take place (a) on the date following the satisfaction or waiver of such conditions that is the earliest to occur of  (i) a business day during the marketing period specified by Microchip on no less than three business days’ prior written notice to Microsemi and (ii) two business days after the final day of the marketing period (subject, in each case, to the satisfaction or waiver of the conditions to closing (other than the conditions that by their nature are to be satisfied at the closing of the merger, but subject to the satisfaction or waiver of those conditions on the closing date of the merger)), or (b) at such other time and date as may be mutually agreed to in writing by Microchip, Merger Sub and Microsemi.

Assuming receipt of required regulatory approvals and timely satisfaction of other closing conditions, including the approval by our stockholders of the merger proposal, we currently expect the closing of the merger to occur in June 2018.

The effective time of the merger will occur upon a certificate of merger having been duly filed with and accepted by the Secretary of State of the State of Delaware (or at such later time as Microsemi and Microchip may agree in writing and is specified in the certificate of merger).

The marketing period is the first period of 20 consecutive business days after the date of the merger agreement (i) commencing on the date after the date on which Microchip and its debt financing sources have received certain financial statements, pro forma financial statements, and other financial data and financial information relating to Microsemi and its subsidiaries, in each case reasonably requested by Microchip in connection with the offering or arrangement of financing, which information we refer to as the “required financial information,” and (ii)(x) throughout which period, with respect to the required financial information, Microsemi’s independent auditors shall not have withdrawn any audit opinion with respect to any audited financial statements contained in the required financial information (unless a new unqualified audit opinion has been received in respect thereof from such auditors or another nationally recognized independent registered accounting firm of national standing), such financial statements are sufficiently current on any day during such 20 consecutive business day period to permit a registration statement using financial statements to be declared effective by the SEC on any day during the marketing period and meets certain other requirements, and (y) at the end of which, certain conditions to the closing of the merger have been satisfied (the conditions to the closing of the merger are described under “The Merger Agreement — Conditions to the Merger” beginning on page 78). The marketing period will (i) end on or prior to August 17, 2018 or commence on or after September 4, 2018, (ii) end on or prior to November 21, 2018 or commence on or after November 27, 2018 and (iii) end on or prior to December 20, 2018 or commence on or after January 2, 2019. In addition, the marketing period will end on any earlier date that is the date on which the debt financing of Microchip is consummated.

Treatment of Common Stock, Stock-Based Awards and Performance Awards

Each share of our common stock outstanding immediately prior to the effective time of the merger (other than excluded shares and dissenting shares) will be converted into the right to receive $68.78 in cash from Microchip, without interest, less any applicable withholding taxes.

At the effective time of the merger, each Microsemi stock option and stock appreciation right (or portion thereof) outstanding immediately prior to the effective time of the merger (whether vested or unvested) will be assumed by Microchip and converted into a Microchip option or stock appreciation right with respect to a number of shares of Microchip common stock equal to the product of  (i) the number of shares of Microsemi common stock subject to the Microsemi stock option or stock appreciation right immediately prior to the effective time of the merger and (ii) the equity award exchange ratio (rounded down to the nearest whole share). The exercise or base price per share of each assumed option or stock appreciation right will equal the exercise or base price per share of Microsemi common stock under such award immediately prior to the effective time of the merger divided by the equity award exchange ratio (rounded up to the nearest whole cent). Each assumed option or stock appreciation right will otherwise be subject to the same terms and conditions that were applicable to the award immediately prior to the effective time of the merger, including the same vesting schedule and any applicable accelerated vesting

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provisions. The “equity award exchange ratio” is the quotient obtained by dividing $68.78 by the average closing price for a share of Microchip common stock (rounded to the nearest one-tenth of a cent as reported on Nasdaq) for the ten most recent days ending on the last trading day immediately prior to the effective time of the merger.

At the effective time of the merger, each Microsemi RSU award that is outstanding immediately prior to the effective time of the merger, to the extent unvested (after giving effect to any acceleration of vesting in connection with the merger pursuant to the terms of the award), will be assumed by Microchip and converted into a Microchip RSU, with the number of shares of Microchip common stock subject to assumed RSUs equal to the product of  (i) the number of shares of Microsemi common stock subject to the unvested Microsemi RSU award as of immediately prior to the effective time of the merger and (ii) the equity award exchange ratio (rounded down to the nearest whole share). Each assumed RSU will otherwise be subject to the same terms and conditions that were applicable to such award immediately prior to the effective time of the merger.

At the effective time of the merger, each Microsemi RSU award that is outstanding and unsettled immediately prior to the effective time of the merger and that is vested or will vest in connection with the merger pursuant to the terms of the award will be cancelled and converted into the right to receive (without interest and less applicable withholding taxes) an amount in cash equal to the number of shares subject to the vested RSU award multiplied by $68.78.

At the effective time of the merger, each Microsemi PSU award outstanding immediately prior to the effective time of the merger will be vested immediately prior to the effective time of the merger as to a percentage of the total number of shares of Microsemi common stock subject to the award as determined by the Compensation Committee of the Board (which percentage will in no event be less than 100% of the target number of shares subject to the award or greater than the maximum possible vesting percentage under the terms of the award). Each such vested Microsemi PSU will be cancelled and converted into the right to receive (without interest and less applicable withholding taxes) an amount in cash equal to the number of vested PSUs (after giving effect to the foregoing determination by the Compensation Committee) multiplied by $68.78.

At the effective time of the merger, each share of Microsemi Restricted Stock will be cancelled and converted into the right to receive an amount in cash equal to $68.78 (less applicable withholding taxes), which will be subject to the same vesting requirements and other terms and conditions that were applicable to such Restricted Stock award immediately prior to the effective time of the merger (including any vesting or acceleration provisions provided with respect to the award). The cash amount will be paid on or reasonably promptly after the applicable vesting date.

Microsemi and Microchip may, prior to the effective time of the merger, agree that any outstanding stock option, stock appreciation right, RSU, PSU or Restricted Stock award that is subject to the laws of a non-U.S. jurisdiction be treated in a manner other than as set forth above, to the extent that Microsemi and Microchip reasonably and in good faith determine that (A) the manner in which such award would otherwise be treated would result in a violation of applicable laws or a materially adverse tax consequence to the individual holding such award in the applicable non-U.S. jurisdiction, (B) such different treatment is necessary to comply with such applicable laws and (C) such different treatment is, to the maximum extent practicable, consistent with the applicable provisions of the merger agreement.

Surrender and Payment Procedures

Immediately following the effective time of the merger, Microchip will deposit, or will cause to be deposited, with the payment agent a cash amount in U.S. dollars sufficient to pay the aggregate merger consideration, other than in respect of the excluded shares as discussed below, payable to our stockholders and, to the extent not previously deposited by Microsemi with another financial institution, the consideration payable to our equity-based and performance-based award holders as a result of the merger.

Promptly after the effective time of the merger, and in any event within five business days thereafter, Microchip and the surviving corporation will cause the payment agent to mail (i) to each of our stockholders of record immediately prior to the effective time of the merger who hold certificated shares of our common stock (other than holders of excluded shares and dissenting shares) (A) a letter of transmittal

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specifying that delivery will be effected, and risk of loss and title will pass, only upon the delivery of the certificates representing shares of our common stock (or affidavits of loss in lieu of such certificates as provided in the merger agreement) to the payment agent, and (B) instructions advising each such holder of record how to surrender his, her or its shares of our common stock in exchange for the merger consideration, and (ii) to each of our stockholders of record immediately prior to the effective time of the merger who hold uncertificated shares of our common stock (other than holders of excluded shares and dissenting shares), a notice that the merger has become effective. The payment agent will pay each holder of record the aggregate merger consideration to which such holder is entitled (i) in the case of certificated shares, after delivery or transfer of such shares by holders of certificated shares and (ii) in the case of uncertificated shares, without any action on the part of the person in whose name such uncertificated shares are registered. Interest will not be paid or accrue in respect of the merger consideration. From the effective time until the surrender or transfer of certificates or book-entry shares, as the case may be, each such certificate or book-entry share will represent only the right to receive in exchange therefor a cash amount (after giving effect to any required tax withholdings) equal to the merger consideration.

In the event of a transfer of ownership of shares that is not registered in the transfer records of Microsemi, a cash amount equal to the merger consideration may be paid to such transferee upon due surrender to the payment agent of the certificates formerly representing such shares, accompanied by all documents reasonably required to evidence and effect such transfer, and evidence that any applicable stock transfer or other similar taxes have been paid or are not applicable.

Any holder of uncertificated shares will not be required to deliver a certificate or an executed letter of transmittal to the payment agent to receive the merger consideration that such holder is entitled to receive. Microchip will cause the payment agent to pay and deliver as promptly as reasonably practicable after the effective time of the merger, the merger consideration in respect of such uncertificated shares (and such uncertificated shares will be cancelled).

From and after the effective time of the merger, there will be no further transfers of shares of our common stock that were outstanding immediately prior to the effective time of the merger.

If any cash deposited with the payment agent remains unclaimed for one year following the effective time of the merger, such cash will be delivered to Microchip. Thereafter, holders of our common stock (other than holders of excluded shares) who have not received payment due to non-compliance with the exchange procedures will be entitled to look only to Microchip with respect to payment of the merger consideration (after giving effect to any required tax withholdings), without any interest thereon.

Microchip, Microsemi, Merger Sub, the surviving corporation and the payment agent will be entitled to deduct and withhold from the merger consideration such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax law. Any sum that is withheld will be remitted to the appropriate taxing authority, and will be treated for all purposes of the merger agreement as having been paid to the holder of shares with regard to whom it is deducted and withheld.

Representations and Warranties

Representations and Warranties of Microsemi

We made customary representations and warranties in the merger agreement that are subject, in many cases, to exceptions and qualifications contained in the merger agreement, in the disclosure schedule or in certain reports filed with the SEC. These representations and warranties relate to, among other things:

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our and our subsidiaries’ due organization, existence, good standing and authority to carry on our and their businesses;

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our capitalization, including:

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the number of authorized and outstanding shares and the number of Microsemi equity awards outstanding;

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the absence of preemptive rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, securities, calls, commitments or rights of any kind obligating the issuance or sale of Microsemi shares or shares of our subsidiaries;

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the absence of any securities or other obligations of Microsemi the holders of which have the right to vote with the stockholders of Microsemi on any matter;

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the absence of any agreement relating to any voting or equity interests in Microsemi; and

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our ownership interest in each subsidiary and our or our subsidiaries’ ownership interests in any other entity.

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our corporate power and authority related to the merger agreement, including as it relates to our entry into and performance of our obligations under the merger and the other transactions contemplated by the merger agreement;

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required actions by or in respect of, and filings with, governmental authorities in connection with the merger and the merger agreement;

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our execution, delivery and performance under the merger agreement, and whether such execution, delivery and performance would result in violations of or conflicts with our governing documents or applicable law, or any defaults, terminations, cancellations or accelerations under certain agreements or the creation of liens on any of our assets;

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our SEC filings since September 28, 2015 and the financial statements included therein, and our disclosure controls and procedures and internal controls over financial reporting;

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compliance of this proxy statement and other material provided to Microsemi’s stockholders or filed with the SEC in connection with the solicitation of proxies from Microsemi’s stockholders for use at the stockholders’ meeting;

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our conduct of business in the ordinary course from December 31, 2017 through the date of the merger agreement, and the absence since December 31, 2017 of certain changes, including any fact, event, circumstance, change or effect that has had, individually or in the aggregate, a material adverse effect (as described below), as well as other specific actions;

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the absence of certain legal proceedings, investigations and governmental orders against Microsemi or any of its subsidiaries;

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the absence of certain undisclosed liabilities not required to be reflected or reserved against according to GAAP;

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certain matters relating to employee benefit plans of Microsemi and its subsidiaries;

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since September 28, 2015, compliance with applicable laws and the permits, approvals, consents, authorizations, franchises and orders necessary for the operation of the business of Microsemi and its subsidiaries;

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certain matters relating to material contracts, including government contracts;

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certain material rights to the owned real property and leases of real property of Microsemi and any of its subsidiaries;

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the inapplicability of anti-takeover laws enacted under U.S. state or federal law to the merger agreement or the transactions contemplated thereby;

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certain environmental matters relating to Microsemi and its subsidiaries;

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certain tax matters relating to Microsemi and its subsidiaries;

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certain labor matters relating to Microsemi and its subsidiaries;

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certain intellectual property matters relating to Microsemi and its subsidiaries;

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certain insurance policies are in full force and effect;

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since September 28, 2015, the compliance of Microsemi and its subsidiaries with the provision of applicable export and reexport control laws and import laws;

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since September 28, 2015, the compliance of Microsemi and its subsidiaries with the provisions of the U.S. Foreign Corrupt Practices Act of 1977, as amended (15 U.S.C. §§ 78dd1, et seq.), the U.K. Bribery Act of 2010, as amended, and anti-bribery, anti-corruption and anti-money laundering laws in the jurisdictions where Microsemi and its subsidiaries operate;

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the absence of transactions, agreements, arrangements or understandings that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act;

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the absence of any undisclosed broker’s or finder’s fees;

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the largest suppliers and customers of Microsemi and its subsidiaries; and

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the receipt by Microsemi’s board of a fairness opinion from Microsemi’s financial advisor.

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Material Adverse Effect

Many of our representations and warranties are qualified by, among other things, exceptions relating to the absence of a “material adverse effect,” which means any fact, event circumstance, change or effect (which we collectively refer to as an effect), or set of effects, that has had a material adverse effect on the business, operations, financial condition or results of operations of Microsemi and its subsidiaries, taken as a whole, excluding any effect resulting from the following:

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changes in the economy, financial markets or political conditions generally in the United States or anywhere else in the world (except to the extent that such effect has a disproportionate adverse effect on Microsemi and its subsidiaries compared to other participants in the industries in which Microsemi and its subsidiaries conduct business);

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changes generally affecting the industries in which Microsemi and its subsidiaries conduct business (except to the extent that such effect has a disproportionate adverse effect on Microsemi and its subsidiaries compared to other participants in the industries in which Microsemi and its subsidiaries conduct business);

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changes in GAAP or of applicable law (except to the extent that such effect has a disproportionate adverse effect on Microsemi and its subsidiaries compared to other participants in the industries in which Microsemi and its subsidiaries conduct business);

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acts of war, terrorism or sabotage, or any escalation with respect thereto, in the United States or anywhere else in the world (except to the extent that such effect has a disproportionate adverse effect on Microsemi and its subsidiaries compared to other participants in the industries in which Microsemi and its subsidiaries conduct business);

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earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, weather conditions and other similar events in the United States or anywhere else in the world (except to the extent that such effect has a disproportionate adverse effect on Microsemi and its subsidiaries compared to other participants in the industries in which Microsemi and its subsidiaries conduct business);

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a decline in the price or change in the trading volume of the shares of Microsemi on Nasdaq, in and of itself  (provided that the underlying causes of such declines or changes may be taken into account unless otherwise excluded by other exceptions to this definition);

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failure by Microsemi or its subsidiaries to meet any published analysts’ estimates, internal or external projections, guidance, budgets or forecasts of revenues, earnings or other financial or business metrics, in and of itself  (provided that the underlying causes of such failures may be taken into account unless otherwise excluded by other exceptions to this definition);

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the negotiation, public announcement or pendency of the merger agreement or the transactions contemplated thereby (including any loss or change in relationship of Microsemi and its subsidiaries with any customer, supplier, vendor, employee or other business relationship of Microsemi and its subsidiaries);

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any proceeding brought or threatened by stockholders of either Microchip or Microsemi (or on behalf of Microchip, Microsemi or otherwise) asserting appraisal rights, allegations of breach of fiduciary duty relating to the merger agreement or the merger or violations of securities laws in connection with this proxy statement;

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any action by Microsemi or its subsidiaries taken at the written request of Microchip or Merger Sub or with the written consent of Microchip or Merger Sub; and

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the identity of, or any facts or circumstances relating to, Microchip, Merger Sub or any of their respective affiliates.

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Representations and Warranties of Microchip and Merger Sub

The merger agreement also contains customary representations and warranties made by Microchip and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the merger agreement. The representations and warranties of Microchip and Merger Sub relate to, among other things:

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their due organization, existence, good standing and authority to carry on their businesses;

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their corporate power and authority related to the merger agreement, including their power to enter into the merger agreement, perform their obligations under, and consummate the transactions contemplated by the merger agreement and the enforceability of the merger agreement against them;

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required actions by or in respect of, and filings with, governmental authorities in connection with the merger and the merger agreement;

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their entry into and performance under the merger agreement, and whether such entry and performance would result in violations of, or conflicts with, their governing documents or applicable law, or any defaults, terminations, cancellations or accelerations under certain agreements or the creation of liens on any of their assets;

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the absence of certain legal proceedings or investigations against Microchip or Merger Sub;

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availability of funds as of the effective time of the merger to pay all amounts to be paid by Microchip in connection with the merger agreement, including the aggregate merger consideration and all other cash amounts payable in connection with the closing pursuant to the merger agreement;

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the capitalization and business conduct of Merger Sub;

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that neither Microchip nor Merger Sub is, or at any time during the three years prior to the date of the merger agreement was, an “interested stockholder” as defined in Section 203 of the DGCL; and

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the effectiveness and enforceability of the commitment letters entered into by Microchip in connection with Microchip’s debt financing for the transactions contemplated by the merger agreement.

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The representations and warranties in the merger agreement of each of Microsemi, Microchip and Merger Sub will not survive the consummation of the merger or the termination of the merger agreement pursuant to its terms.

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Conduct of Our Business Pending the Merger

Under the merger agreement, between the date of the merger agreement and the effective time of the merger, except as (i) expressly required or permitted by the merger agreement, (ii) approved in advance in writing by Microchip (such approval not to be unreasonably withheld, delayed or conditioned) or (iii) set forth on the disclosure schedule, Microsemi has agreed that it and its subsidiaries will conduct their respective businesses in the ordinary course of business consistent with past practice and use its and their respective commercially reasonable efforts to keep available the services of its and their directors, officers and key employees and preserve its and their existing business relationships (including with customers and suppliers).

We have further agreed that, between the date of the merger agreement and the effective time of the merger, except as (i) expressly required or permitted by the merger agreement, (ii) approved in advance in writing by Microchip (such approval not to be unreasonably withheld, delayed or conditioned) or (iii) set forth on the disclosure schedule, Microsemi will not, and will cause its subsidiaries not to:

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adopt changes in the organizational documents of Microsemi or its subsidiaries;

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restructure, reorganize or liquidate the assets, the operations or business of Microsemi or any of its subsidiaries;

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acquire any business organization or assets that are material to Microsemi and its subsidiaries taken as a whole, from any third party outside of the ordinary course of business consistent with past practice;

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issue, sell or deliver any shares of common stock of Microsemi or that of any of its subsidiaries, or any security interests that can convert into, or carry the right to purchase, Microsemi’s common stock or that of its subsidiaries, other than: (i) pursuant to the issuance and sale of shares of common stock pursuant to certain Microsemi equity awards outstanding as of or prior to the date of the merger agreement; or (ii) grants to newly hired employees of certain Microsemi equity awards pursuant to binding commitments prior to the date of the merger agreement;

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make any loans, advances or capital contributions to any person, other than to any of Microsemi’s subsidiaries, and certain advances made by Microsemi or any of its subsidiaries to employees;

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assume, guarantee, endorse or otherwise become liable or responsible for the obligations of any other person or entity except for the obligations of any wholly owned subsidiaries of Microsemi;

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declare, set aside or pay any dividend or other distribution with respect to any of its capital stock, except for dividends or other distributions paid by any wholly owned subsidiary of Microsemi to Microsemi;

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acquire or redeem, directly or indirectly, any shares of the capital stock of Microsemi or its subsidiaries or securities convertible into or exercisable for such shares of capital stock, except (i) for payment of the exercise price, and any applicable taxes pursuant to any exercise, vesting or settlement, of certain Microsemi equity awards, or (ii) pursuant to any forfeiture of certain Microsemi equity awards;

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incur or assume debt or issue any debt securities, except for (i) debt under Microsemi’s credit facilities as in effect on the date of the merger agreement to fund operations of Microsemi’s business in the ordinary course of business consistent with past practice (not to exceed an aggregate principal amount outstanding under such facilities equal to the sum of the principal amount outstanding under such facilities as of the date of the merger agreement plus $100 million) and (ii) loans or advances to or from wholly owned subsidiaries;

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forgive any loans to any employees, officers or directors of Microsemi or any of its subsidiaries or any of their respective affiliates;

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make any deposits or contributions of cash or other property under Microsemi’s employee benefit plans or other contracts, except as required by applicable law, in the ordinary course of business consistent with past practice, or for deposits and contributions required pursuant to any such employee benefit plans in effect as of the date of the merger agreement;

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sell, lease, license or dispose of property or assets that are material to Microsemi or its subsidiaries taken as a whole except in the ordinary course of business consistent with past practice;

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incur capital expenditures of  $2 million or more individually, or $10 million or more in the aggregate per quarter, other than those in accordance with Microsemi’s capital expenditure budget set forth on the disclosure schedule;

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other than in the ordinary course of business consistent with past practice, enter into or amend certain material contracts;

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make any changes with respect to accounting practices or principles, except as required by changes in applicable law or GAAP;

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settle certain actions, suits, claims, hearings, arbitrations, investigations or other proceedings;

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make or change any material tax election, other than in accordance with past practice or as required by applicable law; amend any tax return; adopt or change any tax accounting method; settle or compromise any material tax liability; or consent to any extension or waiver of any limitation period with respect to any material claim or assessment for taxes;

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enter into any new lease or sublease of real property with annual rent payments in excess of $1 million, other than extensions or renewals of existing leases or subleases;

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modify or amend any lease or sublease except in the ordinary course of business consistent with past practice or as would not be expected to be material to Microsemi or any of its subsidiaries taken as a whole;

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sell, lease, license or transfer to any person or entity any rights to any material intellectual property, or purchase or license material intellectual property rights or enter into any agreement or modify any existing agreement with respect to intellectual property rights of a third party at a cost of more than $5 million, in each case other than in the ordinary course of business consistent with past practice;

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except in the ordinary course of business consistent with past practice, as required by applicable law or as required by any Microsemi benefit plan as in effect on the date of the merger agreement, (i) modify or terminate any Microsemi bonus, profit sharing, compensation, change in control, retention, severance, termination, option, restricted stock, restricted stock unit, appreciation right, performance unit, stock equivalent, share purchase agreement, pension, retirement, deferred compensation, employment or other employee benefit agreement, trust, plan, fund or other arrangement for the compensation, benefit or welfare of any director, officer, employee, consultant or independent contractor or (ii) increase the compensation or fringe benefits of any director, officer, employee, consultant or independent contractor or pay any special bonus or special remuneration to any director, officer, employee, consultant or independent contractor, or pay any benefit not required by any plan or arrangement not in effect as of the date of the merger agreement;

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enter into, amend or extend any collective bargaining agreement or other agreement with a labor organization;

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hire, terminate, demote or promote any senior employee, except as expressly contemplated by the merger agreement or an employee benefit plan in effect as of the date of the merger agreement, as required by applicable law or in the ordinary course of business consistent with past practice;

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revalue in any material respect any material properties or assets (including writing-off notes or accounts receivable), except in the ordinary course of business consistent with past practice or as required by applicable law or GAAP; or

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agree, authorize or commit to do any of the foregoing.

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No Solicitation of Acquisition Proposals; Board Recommendation Changes

No Solicitation or Negotiation

Except as permitted by the terms of the merger agreement described below, we have agreed in the merger agreement that neither Microsemi nor any of its subsidiaries will, and Microsemi will instruct and use its reasonable best efforts to cause its or its subsidiaries’ directors, officers, employees, financial advisors, attorneys, accountants, consultants, agents and other advisors or representatives (which we refer to as representatives) to, directly or indirectly:

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solicit, initiate, or knowingly encourage, facilitate or induce the making, submission or announcement of any acquisition proposal (as defined below) or the making of any inquiry, offer or proposal that would reasonably be expected to lead to an acquisition proposal;

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furnish to any third party any non-public information relating to Microsemi or any of its subsidiaries for the known purpose of assisting or facilitating the making of an acquisition proposal or any inquiry, offer or proposal that would reasonably be expected to lead to an acquisition proposal;

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participate or engage in discussions or negotiations regarding an acquisition proposal with any third party that is seeking to make or has made an acquisition proposal; or

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execute or enter into any letter of intent, memorandum of understanding or contract contemplating or otherwise relating to an acquisition transaction (as defined in the merger agreement).

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The merger agreement defines the term “acquisition proposal” to mean any offer, proposal or indication of interest from any third party relating to (i) a merger, consolidation, share exchange, business combination, joint venture or other similar transaction involving Microsemi or any of its subsidiaries pursuant to which the stockholders of Microsemi immediately preceding such transaction hold less than 80% of the equity interests in the surviving or resulting entity of such transaction, (ii) any sale, lease (other than in the ordinary course of business), exchange, transfer, license (other than in the ordinary course of business), acquisition or disposition of 20% or more of the assets of Microsemi or any of its subsidiaries, (iii) any dissolution, liquidation, recapitalization or other significant corporate reorganization of Microsemi or any of its subsidiaries with assets which, individually or in the aggregate, constitute 20% or more of the consolidated assets of Microsemi or to which 20% or more of the consolidated revenues or earnings of Microsemi are attributable, (iv) any direct or indirect acquisition or purchase by any person or group resulting in, or proposal or offer, which if consummated would result in, any person or group becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of 20% or more of any class of outstanding voting or equity securities of Microsemi or any of its subsidiaries or (v) any combination of the foregoing, in each case, other than the transactions contemplated by the merger agreement.

We agreed to, and agreed to use our reasonable best efforts to cause our representatives to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any third party conducted with respect to an acquisition proposal. We also agreed to promptly request in writing that any third party that has executed a confidentiality agreement since the date which is one year prior to the date of the merger agreement in connection with its consideration of acquiring Microsemi or any material portion thereof return all confidential information furnished to such third party by or on behalf of Microsemi, and Microsemi will use its commercially reasonable efforts to have such information returned or destroyed (to the extent destruction of such information is permitted by such confidentiality agreement).

Under certain circumstances a breach of the provision described above by Microsemi’s representative will be deemed to be a breach of Microsemi.

No Solicitation or Negotiation Exceptions

Notwithstanding the foregoing, Microsemi and Microchip also agreed that, at any time prior to the time Microsemi’s stockholders adopt the merger agreement, the Board may, directly or indirectly through any representative, with respect to a third party that has made (and not withdrawn) a bona fide written acquisition proposal after the date of the merger agreement that did not result from a breach of the

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non-solicitation provisions of the merger agreement, engage or participate in any discussions or negotiations with any third party and its representatives or furnish to such third party and its representatives any information (including non-public information) relating to Microsemi or any of its subsidiaries pursuant to a confidentiality agreement on terms not less favorable to Microsemi than those contained in the confidentiality agreement, dated as of November 20, 2017, between Microsemi and Microchip, and containing additional provisions that expressly permit Microsemi to comply with the terms of the non-solicitation provisions in the merger agreement; provided, that:

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such confidentiality agreement need not contain any “standstill” or similar provision that would prohibit such third party from making any acquisition proposal;

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such confidentiality agreement will be provided to Microchip for information purposes immediately following the execution and delivery thereof; and

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Microsemi will (a) solely with respect to the initial contact with respect to any third party, promptly (and in any event within 24 hours of its receipt) advise Microchip orally and in writing of its receipt of any acquisition proposal, including the terms and conditions thereof, and the identity of the person or group making, such acquisition proposal, request or inquiry (and if such acquisition proposal is in written form, Microsemi will give Microchip a copy thereof) and provide notice of Microsemi’s intention to engage or participate in discussions or negotiations with, or furnish non-public information to, such third party, and (b) contemporaneously with furnishing any non-public information to such person, furnish such non-public information to Microchip (to the extent not previously furnished or made available by Microsemi to Microchip or any of its representatives);

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if and only to the extent that the Board has determined in good faith (after consultation with its financial advisor and outside legal counsel) that such acquisition proposal either constitutes a superior proposal (as defined below) or would be reasonably likely to lead to a superior proposal.

The merger agreement defines the term “superior proposal” to mean a bona fide written acquisition proposal that did not result from a breach of the non-solicitation provisions in the merger agreement and that would result in any third party or group becoming the beneficial owner of, directly or indirectly, more than 50% of the assets (on a consolidated basis) of Microsemi and its subsidiaries or more than 50% of any class of equity securities of Microsemi that the Board has determined in good faith (after consultation with its outside legal counsel and its financial advisor, taking into account all legal, financial, regulatory and other aspects of such acquisition proposal, the likelihood of the proposal being consummated in accordance with its terms and all other matters that the Board considers appropriate), would, if consummated, result in a transaction more favorable to Microsemi’s stockholders from a financial point of view than the transactions contemplated by the merger agreement (after taking into account any revisions to the terms of the merger agreement proposed by Microchip pursuant to these provisions).

Microsemi agrees to promptly (and, in any event, within 24 hours) notify Microchip orally and in writing of its receipt of any acquisition proposal, including the terms and conditions of, and the identity of the person or group making, such acquisition proposal, request or inquiry, and to keep Microchip informed of the status and material terms and conditions (including all material amendments) of any such acquisition proposal, request or inquiry and, promptly (and in no event later than twenty-four hours thereafter) upon receipt of any written material amendment or written proposed amendment of any such acquisition proposal, Microsemi will give Microchip a copy thereof.

Change of Recommendation

The merger agreement provides that (subject to certain exceptions described below) neither the Board, nor any committee thereof, will (i) withdraw, amend or modify (in a manner adverse to Microchip or Merger Sub) the Board’s recommendation that Microsemi’s stockholders adopt the merger agreement in accordance with applicable law, which recommendation we refer to as a Board recommendation, (ii) publicly endorse, adopt or recommend any acquisition proposal or superior proposal, (iii) in the case of any publicly announced acquisition proposal that is a tender offer or exchange offer, fail to recommend against acceptance of any tender offer or exchange offer for our common stock that constitutes an

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acquisition proposal within 10 business days after the commencement of such offer; or (iv) pass a resolution to approve or publicly propose to take any of the foregoing actions (any action or omission described in (i) through (iv), we refer to as a change of recommendation).

Change of Recommendation Exceptions

Notwithstanding the foregoing, Microsemi and Microchip also agreed that, prior to the time the stockholders of Microsemi adopt the merger agreement, the Board may make a change of recommendation and terminate the merger agreement with respect to a superior proposal (as described in the section entitled “The Merger Agreement — Termination” starting on page 80), if and only if  (x)(1) the Board has received a bona fide written acquisition proposal that did not result from a breach (or deemed breach) of the non-solicitation provisions in the merger agreement and that constitutes a superior proposal, (2) the Board determines in good faith (after consultation with outside legal counsel) that the failure to effect such change of recommendation would reasonably be likely to constitute a breach of its fiduciary duties to stockholders of Microsemi under Delaware law, (3) prior to effecting such a change of recommendation, Microsemi will have provided Microchip with at least four business days’ notice of its intention to take such action and which notice will include the most current version of the proposed definitive agreement and, to the extent not included therein, a written description of the material terms and conditions and identity of the third party making such superior proposal and (4) Microchip will not have made within the four business day period a written offer or proposal capable of acceptance that the Board determines in good faith, after consultation with its financial advisor and outside legal counsel is at least as favorable, from a financial point of view, to Microsemi stockholders, or (y)(1) a fact, event, change, development or set of circumstances occurs or exists after the date of the merger agreement that materially effects the business, operations, financial condition or results of operations of Microsemi or any of its subsidiaries, which is not related to either an acquisition proposal or any fluctuation in the market price or trading volume of our common stock in and of itself, that was neither known to the Board nor reasonably foreseeable to the Board as of or prior to the date of the merger agreement, (2) the Board determines in good faith (after consultation with outside legal counsel) that the failure to effect such a change in recommendation would be reasonably likely to constitute a breach of its fiduciary duties to stockholders of Microsemi under Delaware laws, (3) Microsemi has provided Microchip with at least four business days prior written notice of its intention to take such action and a written description of the Board’s basis and rationale for proposing to effect such a change in recommendation, and (4) Microchip has not made within the four business day period a written offer or proposal capable of acceptance that the Board determines in good faith after consultation with its outside legal counsel would obviate the need for the Board to effect such a change of recommendation.

Match Rights

Microsemi further agreed that the Board will not make a change of recommendation in response to an acquisition proposal (or terminate the merger agreement with respect to a superior proposal, in which case Microsemi will be required to pay a termination fee of  $290,000,000 to Microchip), unless:

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Microsemi notifies Microchip in writing at least four business days in advance (which we refer to as, as may be extended, the notice period) that it intends to effect a change of recommendation in connection with a superior proposal or to terminate the merger agreement with respect to a superior proposal, which notice will specify the identity of the party who made such superior proposal and all of the material terms and conditions of such superior proposal and include copies of any proposed transaction documents; and

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during the notice period, Microsemi causes its financial and legal advisors to negotiate in good faith with Microchip during such four-business day period (to the extent that Microchip desires to negotiate) to enable Microchip to propose in writing such revisions to the terms of the merger agreement as would permit the Board not to effect a change of recommendation in connection with a superior proposal or to terminate the merger agreement in response to a superior proposal; and the Board will have considered in good faith any changes to the merger agreement proposed in writing by Microchip and will have determined in good faith, after consultation with outside legal counsel and its outside financial advisors, that the acquisition proposal continues to constitute a superior proposal even if such changes proposed in writing by Microchip were to be given effect.

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Stockholders Meeting

Microsemi has agreed, in accordance with its organizational documents and applicable law, to cause a meeting of its stockholders to be duly called and held as promptly as practicable after the date of the merger agreement (and in no event later than forty days after the commencement of the mailing of this proxy statement to our stockholders) for the purpose of obtaining the approval of the merger and adoption of the merger agreement by the affirmative vote of the holders of a majority of the voting power of the shares of Microsemi common stock entitled to vote on the merger proposal and to comply with all legal requirements applicable to such meeting. Microsemi has agreed that the Board will recommend adoption of the merger agreement to Microsemi’s stockholders, subject to the provisions of the merger agreement discussed above under “The Merger Agreement — No Solicitation of Acquisition Proposals; Board Recommendation Changes” beginning on page 73.

Filings; Other Actions; Notification

Microsemi, Microchip and Merger Sub will use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties to the merger agreement in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the merger, including using reasonable best efforts to:

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cause the conditions to the merger (as described more particularly in the section entitled “The Merger Agreement — Conditions to the Merger” beginning on page 78) to be satisfied or fulfilled;

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obtain all necessary consents, waivers and approvals under material contracts or leases to which Microsemi or any of its subsidiaries is a party in connection with the merger agreement and the consummation of the merger so as to maintain and preserve the benefits under such contracts following the consummation of the merger;

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obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from governmental entities, the expiration or termination of any applicable waiting periods, making all necessary registrations, declarations and filings; and

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execute or deliver any additional instruments reasonably necessary to consummate the merger

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As soon as reasonably practicable, each of Microchip and Microsemi is required to file with the FTC and the Antitrust Division a notification and report form relating to the merger agreement and the merger as required by the HSR Act, as well as comparable pre-merger notification filings, forms and submissions with any foreign governmental entity that may be required by the antitrust laws of any applicable foreign jurisdiction as soon as reasonable practicable (including as described more particularly in the section entitled “The Merger — Regulatory Approvals” beginning on page 61).

Each of Microchip and Microsemi are also required to cooperate and coordinate with the other in making the filings described above, supply the other with any information that may be required or requested by the applicable competition or merger control authorities and supply any additional information that may be required or requested by the FTC, the DOJ or the competition or merger control authorities of any applicable jurisdiction.

Microchip and Merger Sub are required to use reasonable best efforts to obtain any clearance or approval from any governmental entity or to prevent the initiation of any lawsuit by any governmental entity under any antitrust or competition law or to prevent the entry of any decree, judgment, injunction, preliminary or permanent, or any order that would otherwise make the transactions contemplated by the merger agreement unlawful. Notwithstanding the forgoing, neither Microchip nor Merger Sub will be under any obligation to make proposals, execute or carry out agreements, enter into consent decrees or submit to orders providing for (A) the sale, divestiture, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Microchip or any of its affiliates or Microsemi or any of its subsidiaries, (B) the imposition of any limitation or regulation on the ability of Microchip or any of its affiliates to freely conduct their business or own such assets, or (C) the holding separate of the shares of our common stock or any limitation or regulation on the ability of Microchip or any of its affiliates to exercise full rights of ownership of the shares of our common stock, if

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in the case of clauses (A), (B) or (C) above, such sale, divestiture, license, disposition, holding separate, limitation or regulation applicable to Microsemi would have or would reasonably be expected to have a material adverse effect (as defined above) or a material adverse effect on the business, operations, financial condition or results of operations of Microchip and its subsidiaries, taken as a whole.

Microchip has agreed to not knowingly take any action (including the acquisition by it or its affiliates of any interest in any person that derives revenues from products, services or lines of business that compete with Microsemi’s products, services or lines of business) if such action would make it materially more likely that there would arise any impediments under any antitrust law with respect to the consummation of the transactions contemplated by the merger agreement.

Financing

Prior to the closing of the merger, Microsemi has agreed that it and its subsidiaries will, and will use reasonable best efforts to cause their respective representatives to, provide all cooperation reasonably requested by Microchip or any of its subsidiaries in connection with any debt financing or any other debt or capital markets financing of Microchip or any of its subsidiaries for the purpose of financing the merger and any transactions related to the merger; provided, that:

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such requested cooperation will not, in the good faith determination of Microsemi, unreasonably interfere with the conduct of its business or create a risk of damage or destruction to any property or assets of Microsemi or any of its subsidiaries;

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nothing will require Microsemi or any of its subsidiaries to (i) provide any information the disclosure of which is prohibited or restricted under applicable law or is legally privileged, (ii) waive or amend any terms of the merger agreement, or (iii) take any action that will conflict with its organizational documents or any applicable laws or would result in a violation or breach of, or default under, any agreement to which Microsemi or any of its subsidiaries is a party;

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neither Microsemi nor any of its subsidiaries will be required to pay any fees or reimburse any expenses prior to the closing date of the merger for which it has not received prior reimbursement or is not otherwise indemnified by or on behalf of Microchip or any of its subsidiaries; and

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neither Microsemi nor any of its subsidiaries will be required, prior to the closing of the merger, to give any indemnities that would be effective prior to the closing date of the merger.

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No pre-closing director of Microsemi or any of its subsidiaries will be required to take any action to approve any debt financing of Microchip or any of its subsidiaries, and neither Microsemi nor any of its subsidiaries will be obligated to take any action that requires action or approval by any pre-closing director of Microsemi or any of its subsidiaries prior to the closing of such debt financing.

Treatment of Outstanding Debt

Microsemi has agreed to use its reasonable best efforts to commence, upon Microchip’s written request, a tender offer for all of the outstanding aggregate principal amount of Microsemi’s 9.125% senior notes due 2023 (which we refer to as the senior notes), issued pursuant to the indenture, dated January 15, 2016, among Microsemi, certain of its subsidiaries party thereto as guarantors, and U.S. Bank National Association (which we refer to as the senior notes indenture), and to provide any other cooperation reasonably requested by Microchip to facilitate the covenant defeasance or discharge of the senior notes, if elected by Microchip, effective as of the closing.

Additionally, Microsemi will use its reasonable best efforts to issue, upon Microchip’s written request, a notice of optional redemption for a redemption date no earlier than the closing date for all of the senior notes.

In addition, on the closing date all obligations then outstanding under the credit agreement, dated January 15, 2016, among Microsemi, the lenders party thereto and Morgan Stanley Senior Funding, Inc. (which we refer to as the credit agreement), will be repaid in full and Microsemi will use reasonable best efforts to cause the release on the closing date of all liens securing obligations under the credit agreement.

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Employee Benefits Matters

Microchip has agreed that employees of Microsemi and any subsidiary of Microsemi who continue to be employed in the United States after the effective time of the merger (which we refer to collectively as the continuing employees), will:

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during the period commencing at the effective time of the merger and ending on the first anniversary of the effective time of the merger, be provided with compensation and benefits the value of which is not less favorable in the aggregate to the aggregate value of the compensation and benefits provided by Microsemi and its subsidiaries to such continuing employees immediately prior to the effective time of the merger;

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during the period commencing at the effective time of the merger and ending on the first anniversary of the effective time of the merger, be provided with base wages or salary that are not less than the base wages or salary provided by Microsemi and its subsidiaries to such continuing employee immediately prior to the effective time of the merger; and

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•

during the period commencing at the effective time of the merger and ending on the first anniversary of the effective time of the merger, be provided with severance benefits that are not less favorable in amount, or with regard to the terms and conditions to receive such severance benefits as those severance benefits, provided by Microsemi and its subsidiaries to such continuing employee immediately prior to the effective time of the merger.

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Additionally, from and after the effective time of the merger, Microchip has agreed to use its reasonable best efforts to (i) take into account such continuing employee’s employment with Microsemi or any of its subsidiaries (including their predecessors) for purposes of eligibility, vesting, level of benefits, and benefit accrual (except for benefit accrual under defined benefit pension plans, unless required by applicable law), as if such service were with Microchip, to the same extent such service was credited under a comparable plan of Microsemi or its subsidiaries prior to the effective time of the merger (except to the extent it would result in a duplication of benefits), (ii) cause any pre-existing condition and eligibility limitations under health or welfare benefit plans of Microchip or its subsidiaries to be waived with respect to the continuing employees to the extent waived or satisfied under the Microsemi benefit plans the continuing employee participated in prior to the effective time of the merger, and (iii) give each continuing employee credit for eligible expenses for deductible, co-payments and out-of-pocket expenses paid under the Microsemi benefit plans the continuing employee participated in prior to the effective time of the merger for purposes of satisfying the deductible, co-payment and out-of-pocket expense requirements under the corresponding benefit plans of Microchip and its subsidiaries for the plan year in which the transition from the Microsemi benefit plans occurs.

Conditions to the Merger

The respective obligations of Microsemi, Microchip and Merger Sub to consummate the merger are subject to the satisfaction or waiver (where permissible under applicable law) prior to the effective time of the merger of each of the following conditions:

•

the affirmative vote of the holders of a majority of the outstanding shares of our common stock to adopt the merger agreement will have been obtained;

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•

all waiting periods (and extensions thereof) applicable to the transactions contemplated by the merger agreement under the HSR Act will have expired or been terminated and all other applicable antitrust, competition or merger control or regulatory consents (as described more particularly in the section entitled “The Merger — Regulatory Approvals” beginning on page 61 ) will have been received (or been deemed to have been received by virtue of the expiration or termination of any applicable waiting period); and

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•

no governmental entity of competent jurisdiction will have (i) enacted, issued, promulgated, entered, enforced or deemed applicable to the merger any material applicable law that is in effect and has the effect of making the consummation of the merger illegal in any jurisdiction or (ii) issued or granted any order (whether temporary, preliminary or permanent) that has the effect of making the consummation of the merger illegal in any jurisdiction.

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The obligations of Microchip and Merger Sub to effect the merger are also subject to the satisfaction or waiver by Microchip at or prior to the effective time of the merger of the following additional conditions:

•

the representations and warranties of Microsemi regarding the absence of a material adverse effect since December 31, 2017 must be true and correct as of the closing date of the merger;

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•

the representations and warranties of Microsemi (disregarding all qualifications relating to materiality or material adverse effect or any similar standard or qualification) regarding organization, good standing and qualification, corporate authority and approval, inapplicability of certain takeover statutes, disclosure of broker’s and finder’s fees and the opinion of its financial advisor must be true and correct in all material respects as of the closing date of the merger (other than such representations and warranties that expressly speak as of a particular date or period of time, which must be true and correct as of such specific date);

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•

the following representations and warranties of Microsemi (disregarding all qualifications relating to materiality or material adverse effect or any similar standard or qualification) regarding certain aspects of its capital structure must be true and correct except for any de minimis inaccuracies as of the closing date of the merger (other than such representations and warranties that expressly speak as of a particular date or period of time, which must be true and correct as of such specific date):

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•

the number of common shares or preferred shares authorized;

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the number of common shares or preferred shares outstanding;

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the fact that the outstanding shares have been duly authorized and are validly issued, fully paid and nonassessable;

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the number of common shares or preferred shares reserved for issuance; and

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the absence of any securities of Microsemi having been issued (except pursuant to Microsemi’s restricted stock units, as a result of the exchange of certain special shares of Microsemi Storage Solutions Ltd., a subsidiary of Microsemi, or the exercise of certain Microsemi equity awards or as a contribution to any 401(k) plans maintained by Microsemi or any of its subsidiaries) since February 27, 2018;

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Microsemi’s other representations and warranties set forth in the merger agreement (disregarding all qualifications relating to materiality or material adverse effect or any similar standard or qualification) must be true and correct, except for any failure to be so true and correct that has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect, as of the closing date of the merger (other than such representations and warranties that expressly speak as of a particular date or period of time, which must be true and correct as of such specific date);

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Microsemi must have performed and complied with, in all material respects, all of its obligations, covenants and other agreements under the merger agreement required to be performed or complied with at or prior to the effective time of the merger; and

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Microchip must have received a certificate signed on behalf of Microsemi by the chief executive officer and chief financial officer of Microsemi, certifying as to the satisfaction of all of the above conditions.

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Microsemi’s obligation to consummate the merger is further subject to the satisfaction or waiver (where permissible under applicable law) prior to the effective time of the merger of the following conditions, any of which may be waived (in writing) exclusively by Microsemi:

•

the representations and warranties of Microchip and Merger Sub (disregarding all qualifications relating to materiality or material adverse effect or any similar standard or qualification) regarding corporate authority and approval and interested stockholders must be true and correct in all material respects as of the closing date of the merger (other than such representations and warranties that expressly speak as of a particular date or period of time, which must be true and correct as of such specific date);

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•

the representations and warranties of Microchip and Merger Sub regarding availability of funds (disregarding all qualifications relating to materiality or material adverse effect or similar qualification) must be true and correct as of the closing date of the merger;

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Microchip’s and Merger Sub’s other representations and warranties set forth in the merger agreement (disregarding all qualifications relating to materiality or material adverse effect or similar qualification) must be true and correct, except as would not individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Microchip or Merger Sub to timely consummate the transactions contemplated by the merger agreement, as of the closing date of the merger (other than such representations and warranties that by their terms expressly speak as of a particular date or period of time, which must be true, complete and correct as of such specific date);

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each of Microchip and Merger Sub must have performed and complied with, in all material respects, all of their respective obligations, covenants and other agreements under the merger agreement required to be performed or complied with at or prior to the effective time of the merger; and

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Microsemi must have received a certificate signed on behalf of Microchip and Merger Sub by the chief executive officer and chief financial officer of Microchip and Merger Sub as to the satisfaction of all of the above conditions.

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Termination

Microsemi and Microchip may, by mutual written consent, terminate the merger agreement and abandon the merger at any time prior to the effective time of the merger.

The merger agreement may also be terminated and the merger abandoned at any time prior to the effective time of the merger, as follows:

•

by either Microchip or Microsemi if:

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•

the merger has not been consummated by December 1, 2018 (which we refer to as the termination date), as may be automatically extended for up to two 3-month periods if the closing has not occurred prior to such date and all conditions, other than those relating to the specific antitrust clearances that Microsemi and Microchip have identified as being required to complete the merger, have been satisfied or are capable of being satisfied, such termination trigger we refer to as a failure to consummate the merger by the termination date;

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at the special meeting of Microsemi’s stockholders, including any adjournment or postponement thereof, the stockholders of Microsemi do not approve the merger proposal, such termination trigger we refer to as a failure to obtain the stockholder approval; or

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any order permanently restraining, enjoining or otherwise prohibiting consummation of the merger has become final and non-appealable;

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by Microsemi:

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if there is a breach of any representation, warranty, covenant or agreement made by Microchip or Merger Sub in the merger agreement causing the conditions to closing related to the accuracy of Microchip’s and Merger Sub’s representations and warranties and to the

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performance, in all material respects, of the obligations of Microchip and Merger Sub in the merger agreement, to not be satisfied, and such breach or condition is incurable or, if curable, is not cured within the earlier of 30 days after written notice of such breach is given by Microsemi to Microchip and the termination date, provided that Microsemi does not have the right to terminate if Microsemi is then in material breach of any of its representations, warranties, covenants or agreements set forth in the merger agreement; or

•

prior to obtaining the stockholder approval, in order to enter into an alternative acquisition agreement providing for a superior proposal if Microsemi, prior to or concurrently with such termination, pays to Microchip in immediately available funds $290,000,000 (which we refer to as the termination fee);

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by Microchip, if:

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•

there is a breach of any representation, warranty, covenant or agreement made by Microsemi in the merger agreement causing the conditions to closing related to the accuracy of Microsemi’s representations and warranties and the performance, in all material respects, of its obligations under the merger agreement, to not be satisfied, and such breach or condition is incurable or, if curable, is not cured within the earlier of 30 days after written notice of such breach is given by Microchip to Microsemi and the termination date, such termination trigger we refer to as a Microsemi breach, provided that Microchip does not have the right to terminate if Microchip is then in material breach of any of its representations, warranties, covenants or agreements set forth in the merger agreement; or

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•

prior to obtaining the stockholder approval and subject to the terms of the merger agreement, (i) the Board or any committee thereof makes a change of recommendation, (ii) Microsemi fails to include the Board recommendation in the proxy statement, (iii) following an acquisition proposal, the Board fails to unconditionally reaffirm the Board recommendation within 5 business days (or longer under certain circumstances) after a written request from Microchip or Merger Sub to do so after an acquisition proposal has been publicly announced or publicly known or (iv) Microsemi knowingly and willfully materially breaches the provisions of the merger agreement relating to soliciting acquisition proposals or the requirement that the Board recommend the adoption of the merger agreement to Microsemi stockholders, each of clauses (i), (ii), ,(iii) and (iv) we refer to as a triggering event.

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Termination Fee

In certain circumstances, Microsemi may be required to pay Microchip the termination fee of $290,000,000 if the merger agreement is terminated.

The termination fee would be payable if all of the following occur:

•

(x) either Microchip or Microsemi terminates for failure to obtain the stockholder approval, or (y) Microchip terminates the merger agreement because of a Microsemi breach;

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•

following execution and delivery of the merger agreement and prior to the stockholders’ meeting (in the case of any termination referred to in clause (x) above) or prior to the breach that forms the basis for the termination of the merger agreement (in the case of any termination referred to in clause (y) above), an acquisition proposal will have been publicly announced or will have become publicly known (in the case of any termination referred to in clause (x) above) or will have been communicated or otherwise made known to Microsemi (in the case of any termination referred to in clause (y) above);

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•

at the time of the stockholder meeting (in the case of any termination referred to in clause (x) above) or at the time of the breach that forms the basis for the termination of the merger agreement (in the case of any termination referred to in clause (y) above), such acquisition proposal will still be pending and not have been publicly withdrawn (in the case of any termination referred to in clause (x) above) or withdrawn (in the case of any termination referred to in clause (y) above); and

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•

within 12 months following the date of such termination, Microsemi or any of its subsidiaries consummates a transaction contemplated by an acquisition proposal or enters into a definitive agreement providing for an acquisition transaction (in each case, the references to “20%” and “80%” in the definition of  “acquisition proposal” being deemed to be references to “50%”); in which case we must pay Microchip the termination fee (less the amount of Microchip expenses previously paid to Microchip pursuant to the merger agreement) within three business days after demand by Microchip.

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The termination fee would also be payable in the following circumstances:

•

if Microchip terminates the merger agreement because of a triggering event, in which case we must pay Microchip the termination fee within two business days after demand by Microchip; or

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if prior to obtaining the stockholder approval, Microsemi terminates the merger agreement in order to enter into an alternative acquisition agreement providing for a superior proposal, in which case Microsemi must pay Microchip the termination fee concurrently with and as a condition to the effectiveness of the termination of the merger agreement.

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Expenses

Except as otherwise provided in the merger agreement, all costs and expenses incurred in connection with the merger agreement will be paid by the party incurring such cost or expense; provided, that costs incurred in connection with the filing and printing of the proxy statement will be equally shared by Microchip and Microsemi.

In addition, Microsemi will be required to pay Microchip a reimbursement fee of up to $35,000,000 for reasonable and documented out-of-pocket fees and expenses incurred by Microchip and its affiliates (which we refer to as Microchip expenses), if either Microchip or Microsemi terminates the merger agreement for failure to consummate the merger for failure to obtain the stockholder approval under circumstances in which no acquisition proposal has been announced or otherwise become known to Microsemi.

Remedies

No termination of the merger agreement will relieve any party to the merger agreement of any liability or damages to the other party resulting from any fraud or a knowing and willful material breach of its obligations set forth in the merger agreement.

Except in the event of fraud or a knowing and willful material breach, the parties have agreed that if the merger agreement is terminated and a termination fee becomes due and payable and is paid by us, the termination fee will be the sole and exclusive remedy of Microchip and its subsidiaries against us and our subsidiaries for any loss suffered as a result of any breach of any covenant or agreement in the merger agreement or the failure of the merger or the other transactions contemplated by the merger agreement to be consummated. In no event will we be required to pay the termination fee on more than one occasion.

Each party is entitled to enforce specifically the terms and provisions of the merger agreement and to obtain an injunction restraining any breach or violation or threatened breach or violation of the provisions of the merger agreement. There is no necessity to post a bond or other form of security with or as a condition to obtaining such injunction or injunctions.

Directors’ and Officers’ Indemnification and Insurance

For six years after the effective time of the merger, Microchip will cause the surviving corporation and its subsidiaries to honor and fulfill in all respects the obligations of Microsemi and its subsidiaries under their respective organizational documents and all agreements for indemnification, exculpation of liability or advancement of expenses, in effect as of the date of the merger agreement between Microsemi or any of its subsidiaries and any of their respective current or former directors, officers, employees and agents or any person who becomes a director, officer, employee or agent prior to the effective time of the merger (which we refer to as the indemnified parties).

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For six years after the effective time of the merger, Microchip will cause the organizational documents of the surviving corporation and its subsidiaries to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of Microsemi and its subsidiaries than are presently set forth in the organizational documents of Microsemi and its subsidiaries.

For a period of six years after the effective time of the merger, Microchip and the surviving corporation will maintain in effect Microsemi’s current directors’ and officers’ liability insurance (which we refer to as D&O insurance), in respect of acts or omissions occurring at or prior to the effective time of the merger, covering each person covered by the D&O insurance immediately prior to the effective time of the merger, on terms with respect to the coverage and amounts no less favorable than those of the D&O insurance in effect on the date of the merger agreement; provided, however, that the surviving corporation may, at its option, substitute therefor policies of Microchip, the surviving corporation or any of their respective subsidiaries containing terms (including with respect to limits, coverage, amount) no less favorable to such persons than the D&O insurance; provided further, however, that Microchip and the surviving corporation will not be obligated to pay annual premiums in excess of three hundred percent of the amount paid by Microsemi for coverage for its last full fiscal year, which such three hundred percent amount we refer to as the maximum annual premium, provided further that if the annual premiums of such insurance coverage exceed such maximum annual premium, Microchip and the surviving corporation will be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the maximum annual premium. Prior to the effective time of the merger, Microsemi may purchase a six-year “tail” prepaid policy (which we refer to as the tail policy), on the D&O insurance on terms and conditions no less favorable, in the aggregate, than the D&O insurance and for a per annum amount not to exceed three hundred percent of the amount paid by Microsemi for coverage for its last full fiscal year. In the event that Microsemi does not purchase the tail policy, Microchip may purchase a tail policy on the D&O insurance containing terms and conditions (including with respect to limits, coverage, amount) no less favorable to each person covered by the D&O insurance immediately prior to the effective time of the merger, in the aggregate, than the D&O insurance. In the event that either Microsemi or Microchip purchases such a tail policy prior to the effective time of the merger, Microchip and the surviving corporation will maintain such tail policy in full force and effect and continue to honor their respective obligations thereunder, in lieu of all other obligations of Microchip and the surviving corporation under the first sentence of this paragraph for so long as such tail policy is maintained in full force and effect.

The indemnified parties have the right to enforce the provisions of the merger agreement relating to their indemnification. Such provisions may not be terminated, amended or otherwise modified in such a manner as to adversely affect any indemnified party (or any other person who is a beneficiary under a tail policy (and their heirs and representatives)) without the prior written consent of such person.

If Microchip or the surviving corporation (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then proper provision will be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, assumes the obligations set forth above relating to the indemnified parties.

Amendments

Subject to applicable law and subject to the other provisions of the merger agreement, the merger agreement may be amended by the parties thereto at any time by execution of an instrument in writing signed on behalf of each of Microchip, Merger Sub and Microsemi; provided, however, that in the event that the merger agreement has been approved by stockholders of Microsemi in accordance with Delaware law, no amendment will be made to the merger agreement that requires the approval of such stockholders of Microsemi without such approval. Notwithstanding anything in the merger agreement to the contrary, sections of the merger agreement relating to the termination of the merger agreement, amendments of the merger agreement, third party beneficiaries of the merger agreement, liability of the financing entities, consent to jurisdiction with respect to the financing entities, and waiver of jury trial may not be amended, waived or terminated in a manner that is adverse in any respect to any of the financing entities without the prior written consent of the entities as of the date of such amendment that are providing the financing.

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Extension; Waiver

At any time and from time to time prior to the effective time of the merger, any party or parties to the merger agreement may, to the extent legally allowed and except as otherwise set forth in the merger agreement, (a) extend the time for the performance of any of the obligations or other acts of the other party or parties to the merger agreement, as applicable, (b) waive any inaccuracies in the representations and warranties made to such party or parties to the merger agreement contained in the merger agreement or in any document delivered pursuant thereto and (c) waive compliance with any of the agreements or conditions for the benefit of such party or parties contained in the merger agreement. Any agreement on the part of a party or parties to the merger agreement to any such extension or waiver will be valid only if set forth in an instrument in writing signed on behalf of such party or parties, as applicable. Any delay in exercising any right under this the merger agreement will not constitute a waiver of such right.

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NON-BINDING, ADVISORY VOTE ON MERGER-RELATED COMPENSATION
FOR MICROSEMI’S NAMED EXECUTIVE OFFICERS

This section sets forth the information required by Item 402(t) of the SEC’s Regulation S-K regarding compensation for each of Microsemi’s executive officers (including Messrs Peterson, Pickle, Hohener, Litchfield and Goren, who are Microsemi’s “named executive officers”) that is based on, or otherwise relates to, the merger. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and in this section we use such term to describe the merger-related compensation payable to our named executive officers. The “golden parachute” compensation payable to these individuals is subject to a non-binding, advisory vote of Microsemi’s stockholders, as described below in this section.

The table below sets forth, for the purposes of this golden parachute disclosure, the amount of payments and benefits that each of Microsemi’s executive officers would receive, assuming that (1) the effective time of the merger occurred on March 30, 2018 (which is the assumed date solely for purposes of this golden parachute compensation disclosure), and (2) each of Microsemi’s executive officers experienced a qualifying termination at such time. The amounts below are determined using the merger consideration of $68.78 per share, and are based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described in the footnotes to the table. These amounts are based upon the executive officer’s compensation levels in effect on March 30, 2018 and outstanding equity awards on March 30, 2018. As a result of the foregoing assumptions, the actual amounts, if any, to be received by an executive officer may materially differ from the amounts set forth below.

(1)

The estimated amount listed in this column for each executive officer represents the aggregate value of cash severance that such executive officer would be entitled to receive from Microsemi under his respective Retention Agreement upon a “double trigger” qualifying termination, where the executive officer’s employment is terminated without cause or by the executive officer for good reason (as such terms are defined in the Retention Agreements) following a change in control of Microsemi. For additional information see the section entitled “The Merger — Interests of Certain Persons in the Merger — Executive Retention Agreements” beginning on page 57. The estimated amount also includes the fiscal 2018 cash incentive award that will be paid on a “single trigger” basis to each executive officer in connection with the merger, assuming the maximum level of performance is achieved. The Compensation Committee of the Board will determine the amount of fiscal 2018 cash incentive awards in connection with the merger, and the actual cash incentive award could range from the executive officer’s target cash incentive award amount to the maximum incentive award amount. For additional information see the section entitled “The Merger — Interests of Certain Persons in the Merger — Fiscal 2018 Executive Non-Equity Incentive Awards” beginning on page 58.

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The following table quantifies each separate form of cash compensation included in the aggregate total reported in the column.

*

As noted above, the actual amount of the fiscal 2018 cash incentive award for each executive officer will be determined by the Compensation Committee of the Board and will not be less than the executive officer’s target cash incentive award amount and will not be greater than the executive officer’s maximum incentive award amount. For purposes of this disclosure, the maximum annual incentive award amounts have been assumed and are included in the tables above. The fiscal 2018 cash incentive award for each of the executive officers at the target level of performance is as follows:

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(2)

Pursuant to the terms of the merger agreement and as described in the section entitled “The Merger — Interests of Certain Persons in the Merger — Treatment of Outstanding Equity-Based and Performance Awards” beginning on page 55, each of the executive officer’s Microsemi PSUs (other than the PSUs granted to Mr. Peterson in July 2016) outstanding immediately prior to the effective time of the merger will “single-trigger” vest as to a percentage of the total number of shares of Microsemi common stock subject to the award and will be settled at the effective time of the merger, with the Compensation Committee of the Board determining the applicable vesting percentage prior to the effective time of the merger (which percentage will in no event be less than 100% of the target number of shares subject to the award or greater than the maximum possible vesting percentage under the terms of the award).

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Pursuant to the term of the retention agreements, each outstanding Microsemi equity award held by the executive officers, including the unvested time-based Microsemi RSUs (which includes any unvested new RSU awards) and unvested cash consideration in settlement of unvested Microsemi restricted stock will immediately vest upon a “double trigger” qualifying termination, where the executive officer’s employment is terminated without cause or by the executive officer for good reason following a change in control, as described in the section entitled “The Merger — Interests of Certain Persons in the Merger — Executive Retention Agreements” beginning on page 57.

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For purposes of this note and the table above, the value of the Microsemi equity awards is calculated using the merger consideration of  $68.78 per share multiplied by the number of shares of Microsemi common stock subject to the award. For purposes of this disclosure, the number of shares of Microsemi common stock subject to each Microsemi PSU (other than the PSUs granted to Mr. Peterson in July 2016) is assumed to vest at the maximum level of performance. The outstanding 250,000 PSUs granted to Mr. Peterson in July 2016 will, if outstanding and unvested at the effective time of the merger, terminate (without payment) at that time.

The following table illustrates the allocation of the aggregate total reported in the column for each executive officer’s (i) Microsemi unvested time-based RSUs, (ii) Microsemi PSUs (other than the PSUs granted to Mr. Peterson in July 2016) (assuming maximum level of performance), and (iii) Microsemi restricted stock. As of March 30, 2018, the executive officers held no Microsemi options, nor did they hold any vested Microsemi RSUs that had not previously been settled.

*

As noted above, the Microsemi PSUs will vest between the target and maximum levels of performance. For purposes of this disclosure, the maximum vesting levels have been assumed and included in the tables above. The value of the Microsemi PSUs (other than the outstanding 250,000 PSUs granted to Mr. Peterson in July 2016, which will, if outstanding and unvested at the effective time of the merger, terminate (without payment) at that time). for each of the executive officers at the target level of performance is as follows:

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(3)

This column includes, for each executive officer, (i) a lump sum cash payment of two times the executive officer’s car allowance in effect at the time of termination (ii) the estimated value of medical, dental and visions benefits and life insurance premiums for two years and (iii) a lump sum payment of accrued, but unpaid vacation leave, which will be provided to the executive officer upon a “double trigger” qualifying termination, where the executive officer’s employment is terminated without cause or by the executive officer for good reason following a change in control, as described in the section entitled “The Merger — Interests of Certain Persons in the Merger — Executive Retention Agreements” beginning on page 57.

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The following table quantifies each separate perquisite or benefit included in the aggregate total reported in the column.

(4)

As described above in the section entitled “The Merger — Interests of Certain Persons in the Merger — Executive Retention Agreements” beginning on page 57, Mr. Peterson is entitled to a “gross-up” payment in the event any payments or benefits paid to him (whether “single trigger” or “double trigger”) are subject to an excise tax under Sections 280G and 4999 of the Code in an amount necessary to put him in the same after-tax position as if no excise tax had been imposed and Microsemi’s other executive officers have entered into letter agreements with Microsemi that provide in the event any payments and benefits provided to the executive officer under any Microsemi plan or agreement would cause the executive officer to be subject to an excise tax for “excess parachute payments” under Sections 280G and 4999 of the Code, then such payments and benefits will be reduced if and to the extent a reduction in payments or benefits would result in the executive officer retaining a larger amount on an after-tax basis than if the executive officer received all the payments and benefits.

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Microsemi does not have an obligation to pay a gross-up payment to any executive officer other than Mr. Peterson. For purposes of this table, it is assumed that the compensation and benefits for each of the executive officers will not be reduced in order to avoid any excise taxes under Sections 280G and 4999 of the Code.

(5)

This column includes, for each executive officer, the value of a lump sum payment of an amount equal to all unvested company contributions credited to the executive officer’s Microsemi 401(k) plan account at the time of termination, which will be provided to the executive officer upon a “double trigger” qualifying termination, where the executive officer’s employment is terminated without cause or by the executive officer for good reason following a change in control, as described in the section entitled “The Merger — Interests of Certain Persons in the Merger — Executive Retention Agreements” beginning on page 57.

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Merger-Related Compensation Proposal

Pursuant to Section 14A of the Exchange Act and Rule 14a-21(c) thereunder, Microsemi is seeking a non-binding, advisory stockholder approval of the compensation of Microsemi’s named executive officers that is based on or otherwise relates to the merger as disclosed above in this section. The proposal gives Microsemi’s stockholders the opportunity to express their views on the merger-related compensation of Microsemi’s named executive officers.

Accordingly, Microsemi is asking Microsemi stockholders to vote in favor of the adoption of the following resolution, on a non-binding, advisory basis:

“RESOLVED, that the compensation that will or may be paid or become payable to Microsemi’s named executive officers, in connection with the merger, and the agreements or understandings pursuant to which such compensation will or may be paid or become payable, in each case as disclosed pursuant to Item 402(t) of Regulation S-K in “Non-Binding, Advisory Vote on Merger-Related Compensation for Microsemi’s Named Executive Officers” are hereby APPROVED.”

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The vote on the proposal to approve the merger-related executive compensation is a vote separate and apart from the vote on the merger proposal. Accordingly, you may vote to approve the merger proposal and vote not to approve the proposal to approve the merger-related executive compensation and vice versa. If the merger is completed, the merger-related compensation may be paid to Microsemi’s named executive officers to the extent payable in accordance with the terms of the compensation agreements and arrangements even if Microsemi common stockholders fail to approve the proposal to approve the merger-related executive compensation.

The Board unanimously recommends a vote “FOR” the proposal to approve the merger-related executive compensation.

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VOTE ON ADJOURNMENT

Microsemi’s stockholders are being asked to approve a proposal that will give the Board authority to adjourn the special meeting from time to time, if necessary or appropriate, including to solicit additional proxies in favor of the merger proposal, if there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the merger proposal or in the absence of a quorum. If this adjournment proposal is approved, the special meeting could be adjourned by the Board to any date or dates. In addition, the Board could postpone the special meeting before it commences. Pursuant to the merger agreement, Microsemi is not permitted to postpone or adjourn the stockholders’ meeting, except to the extent that (i) there are insufficient shares of Microsemi common stock represented to constitute a quorum necessary to conduct the business of the special meeting, (ii) Microsemi reasonably determines that postponement or adjournment is required by applicable law, including to comply with comments made by the SEC with respect to this proxy statement, or (iii) Microsemi reasonably determines that such postponement or adjournment is necessary to solicit sufficient proxies to obtain the requisite company vote to adopt the merger agreement. If the special meeting is adjourned for the purpose of soliciting additional proxies, stockholders who have already submitted their proxies will be able to revoke them at any time before their use. If you sign and return a proxy and do not indicate how you wish to vote on any proposal, or if you sign and return a proxy and you indicate that you wish to vote in favor of the merger proposal but do not indicate a choice on the adjournment proposal, your shares of common stock will be voted in favor of the adjournment proposal. The vote on the adjournment proposal is a vote separate and apart from the vote on the merger proposal. Accordingly, you may vote to approve the merger proposal and vote not to approve the adjournment proposal and vice versa.

Approval of the adjournment proposal requires the affirmative vote of holders of a majority of the votes cast with respect to such proposal.

The Board unanimously recommends a vote “FOR” the adjournment proposal.

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*

Microsemi’s fiscal year end is on the Sunday nearest to September 30.

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The closing price of our common stock on Nasdaq, on March 1, 2018, the last trading day prior to the public announcement of the execution of the merger agreement, was $64.30 per share. We have not paid cash dividends on our common shares in the last five years and have no current plans to do so. Our credit facility contains covenants that may limit the amount of cash dividends we may pay. If the merger is completed, you will be entitled to receive $68.78 per share in cash, without interest, less any applicable withholding taxes, for each share of our common stock owned by you (unless you have properly exercised, and not lost, your appraisal rights with respect to such shares), which represents

•

a premium of approximately 17% to $58.97 per share, the closing stock price on January 22, 2018, the last full trading day prior to media speculation regarding a potential sale transaction involving Microsemi;

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•

a premium of approximately 22% to $56.33 per share, the six-month volume-weighted average closing price of our common stock as of March 1, 2018, the last trading day prior to the public announcement of the execution of the merger agreement; and

​

•

a premium of approximately 7% to $64.30 per share, the closing price of our common stock on March 1, 2018, the last trading day prior to the public announcement of the execution of the merger agreement.

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On April 18, 2018, the most recent practicable date before this proxy statement was mailed to our stockholders, the closing price for our common stock on Nasdaq was $63.62 per share. You are encouraged to obtain current market quotations for our common stock in connection with voting your shares of common stock.

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purposes of computing the share amount and the percentage ownership of the person holding the stock options, but we do not deem them outstanding for purposes of computing the percentage ownership of any other person.

(2)

Includes 7,000 shares held in a defined benefit plan in which Mr. Leibel has sole voting and investment power.

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(3)

Includes 2,535 shares held by a trust of which Mr. Folino has sole voting and investment power.

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(4)

Includes 17,258 shares held by a trust in which Mr. Massengill shares voting and investment power.

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(5)

The * symbol means less than 1 percent. Percentage calculations assume, for each person and for each group, that all shares that may be acquired by such person or by such group pursuant to stock options currently exercisable or that become exercisable within 60 days of April 10, 2018 are outstanding for the purpose of computing the percentage of common stock owned by such person or by such group. However, those unissued shares of our common stock described above are not deemed to be outstanding for the purpose of calculating the percentage of common stock beneficially owned by any other person.

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(6)

Based solely on a Schedule 13G/A filed with the SEC on January 25, 2018 by Blackrock, Inc. (which we refer to as BlackRock). Of the shares listed, BlackRock has sole power to vote 10,372,779 shares, sole dispositive power over 10,817,946 shares, and an aggregate amount beneficially owned of 10,817,946.

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(7)

Based solely on a Schedule 13G/A filed with the SEC on February 9, 2018 by The Vanguard Group (which we refer to as Vanguard), on its own behalf and on behalf of its subsidiaries, Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Lt. Of the shares listed, Vanguard has sole power to vote 65,502 shares, shared power to vote 13,832 shares, sole dispositive power over 9,910,433 shares, shared dispositive power over 69,719 shares, and an aggregate amount beneficially owned of 9,980,152.

​

(8)

Based solely on a Schedule 13G/A filed with the SEC on February 14, 2018 by T. Rowe Price Associates, Inc. (which we refer to as T. Rowe Price). Of the shares listed, T. Rowe Price has sole power to vote 2,175,344 shares, sole dispositive power over 8,589,829 shares, and an aggregate amount beneficially owned of 8,589,829.

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(9)

Based solely on a Schedule 13G/A filed with the SEC on February 14, 2018 by Waddell & Reed Financial, Inc. (which we refer to as Waddell & Reed), on its own behalf and on behalf of certain subsidiaries. Of the shares listed, Waddell & Reed has sole power to vote 3,260,900 shares, sole dispositive power over 3,260,900 shares, and an aggregate amount beneficially owned of 3,260,900.

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APPRAISAL RIGHTS

If the merger is completed, Microsemi’s stockholders will be entitled to appraisal rights under Section 262 of the DGCL, provided that they comply with the conditions set forth in that statute.

Pursuant to Section 262 of the DGCL, if you do not wish to accept the merger consideration provided for in the merger agreement, you have the right to seek appraisal of your shares of our common stock and to receive payment in cash for the fair value of your shares of our common stock, exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be fair value. The “fair value” of your shares of our common stock as determined by the Delaware Court of Chancery may be less than, equal to or more than the $68.78 per share that you are otherwise entitled to receive under the terms of the merger agreement. These rights are known as appraisal rights. Microsemi’s stockholders who do not vote in favor of the merger proposal and who properly demand appraisal for their shares in compliance with the provisions of Section 262 of the DGCL will be entitled to appraisal rights. Strict compliance with the statutory procedures set forth in Section 262 of the DGCL is required. Failure to follow precisely any of the statutory requirements will result in the loss of your appraisal rights.

This section is intended only as a brief summary of certain provisions of the statutory procedures that a stockholder must follow under the DGCL in order to seek and perfect appraisal rights. This summary, however, is not a complete statement of all applicable requirements and the law pertaining to appraisal rights under the DGCL, and is qualified in its entirety by reference to Section 262 of the DGCL, the full text of which appears in Annex C to this proxy statement. The following summary does not constitute any legal or other advice, nor does it constitute a recommendation that stockholders exercise their appraisal rights under Section 262 of the DGCL.

Pursuant to Section 262 of the DGCL, when a merger agreement will be submitted for adoption at a meeting of stockholders, Microsemi must notify the stockholders who were stockholders of record on the record date for notice of such meeting, not less than 20 days before the meeting to vote on the merger, that appraisal rights will be available. A copy of Section 262 of the DGCL must be included with the notice.

This proxy statement constitutes Microsemi’s notice to our stockholders that appraisal rights are available in connection with the merger and the full text of Section 262 of the DGCL is attached to this proxy statement as Annex C , in compliance with the requirements of Section 262 of the DGCL. If you wish to exercise your appraisal rights, you should carefully review the text of Section 262 of the DGCL contained in Annex C . Failure to comply timely and properly with the requirements of Section 262 of the DGCL will result in the loss of your appraisal rights. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal of shares of our common stock, Microsemi believes that a stockholder considering the exercise of such rights should seek the advice of legal counsel.

If you wish to demand appraisal of your shares of our common stock, you must satisfy each of the following conditions: (i) you must deliver to Microsemi a written demand for appraisal of your shares of our common stock before the vote is taken to approve the merger proposal; (ii) the written demand must reasonably inform us of the identity of the holder of record of shares of our common stock who intends to demand appraisal of his, her or its shares of our common stock and that such stockholder intends to demand appraisal thereby; and (iii) you must not vote or submit a proxy in favor of the merger proposal.

If you fail to comply with any of these conditions and the merger is completed, you will be entitled to receive payment for your shares of our common stock as provided in the merger agreement, but you will not have appraisal rights with respect to your shares of our common stock. A holder of shares of our common stock wishing to exercise appraisal rights must hold of record the shares of our common stock on the date the written demand for appraisal is made and must continue to hold the shares of our common stock of record through the effective time of the merger. A proxy that is submitted and does not contain voting instructions will, unless revoked, be voted “ FOR ” the merger proposal, and it will result in the loss of the stockholder’s right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, a stockholder who submits a proxy and who wishes to exercise appraisal rights must either submit a proxy containing instructions to vote “ AGAINST ” the merger proposal or “ ABSTAIN ” from voting on the merger proposal. Voting against or failing to vote for the merger proposal by itself does not

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constitute a demand for appraisal within the meaning of Section 262 of the DGCL. The written demand for appraisal must be in addition to and separate from any proxy or vote on the merger proposal.

All demands for appraisal should be addressed to the Secretary at One Enterprise, Aliso Viejo, California 92656 and must be delivered to Microsemi before the vote is taken to approve the merger proposal at the special meeting, and must be executed by, or on behalf of, the record holder of the shares of our common stock. The demand will be sufficient if it reasonably informs Microsemi of the identity of the stockholder and the intention of the stockholder to demand appraisal of the “fair value” of his, her or its shares of our common stock. A stockholder’s failure to deliver to Microsemi the written demand for appraisal prior to the taking of the vote on the merger proposal at the special meeting of stockholders will result in the loss of appraisal rights.

Only a holder of record of shares of our common stock is entitled to demand an appraisal of the shares registered in that holder’s name. Accordingly, to be effective, a demand for appraisal by a holder of our common stock must be made by, or on behalf of, the record stockholder. The demand should set forth, fully and correctly, the record stockholder’s name as it appears on the stockholder’s stock certificate(s) or in the transfer agent’s records. The demand must state that the person intends thereby to demand appraisal of the stockholder’s shares in connection with the merger. The demand cannot be made by the beneficial owner if he or she does not also hold the shares of our common stock of record. The beneficial holder must, in such cases, have the registered owner, such as a bank, brokerage firm or other nominee, submit the required demand in respect of those shares of our common stock. If you hold your shares of our common stock through a bank, brokerage firm or other nominee and you wish to exercise your appraisal rights, you should consult with your bank, brokerage firm or the other nominee to determine the appropriate procedures for the making of a demand for appraisal by the nominee and obtaining notice of the effective date of the merger.

If shares of our common stock are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of a demand for appraisal must be made in that capacity. If the shares of our common stock are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand must be executed by or for all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record; however, the agent must identify the record owner or owners and expressly disclose the fact that, in executing the demand, he or she is acting as agent for the record owner or owners. A record owner, such as a bank, brokerage firm or other nominee, who holds shares of our common stock as a nominee for others, may exercise his or her right of appraisal with respect to shares of our common stock held for one or more beneficial owners, while not exercising this right for other beneficial owners. In that case, the written demand should state the number of shares of our common stock as to which appraisal is sought. Where no number of shares of our common stock is expressly mentioned, the demand will be presumed to cover all shares of our common stock held in the name of the record owner. If a stockholder holds shares of our common stock through a broker who in turn holds the shares through a central securities depository nominee such as Cede & Co., a demand for appraisal of such shares must be made by or on behalf of the depository nominee and must identify the depository nominee as record owner.

Within 10 days after the effective time of the merger, the surviving corporation in the merger must give notice of the date that the merger became effective to each of Microsemi’s record stockholders who has complied with Section 262 of the DGCL and who did not vote in favor of the merger proposal. At any time within 60 days after the effective time of the merger, any stockholder who has not commenced an appraisal proceeding or joined a proceeding as a named party may withdraw the stockholder’s demand and accept the merger consideration specified by the merger agreement for that holder’s shares of our common stock by delivering to the surviving corporation a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than 60 days after the effective time of the merger will require written approval of the surviving corporation. No appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder without the approval of the Delaware Court of Chancery, with such approval conditioned upon such terms as the Delaware Court of Chancery deems just; provided, however, that this provision shall not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the merger consideration within 60 days after the effective time. If the surviving

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corporation does not approve a request to withdraw a demand for appraisal when that approval is required, or, except with respect to any stockholder who withdraws such stockholder’s right to appraisal in accordance with the proviso in the immediately preceding sentence, if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding, the stockholder will be entitled to receive only the appraised value of his, her or its shares of our common stock determined in any such appraisal proceeding, which value may be less than, equal to or more than the merger consideration offered pursuant to the merger agreement.

Within 120 days after the effective time of the merger, but not thereafter, either the surviving corporation or any stockholder who has complied with the requirements of Section 262 of the DGCL and is entitled to appraisal rights under Section 262 of the DGCL may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery demanding a determination of the fair value of the shares of our common stock held by all such stockholders. Upon the filing of the petition by a stockholder, service of a copy of such petition shall be made upon the surviving corporation. The surviving corporation has no obligation to file such a petition, has no present intention to file a petition and holders should not assume that the surviving corporation will file a petition. Accordingly, it is the obligation of the holders of our common stock to initiate all necessary petitions to perfect their appraisal rights in respect of shares of our common stock within the time prescribed in Section 262 of the DGCL and the failure of a stockholder to file such a petition within the period specified in Section 262 of the DGCL could nullify the stockholder’s previous written demand for appraisal. In addition, within 120 days after the effective time of the merger, any stockholder who has properly complied with the requirements of Section 262 of the DGCL and who did not vote in favor of the merger proposal will be entitled to receive from the surviving corporation, upon written request, a statement setting forth the aggregate number of shares of our common stock not voted in favor of the merger proposal and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. The statement must be mailed within 10 days after such written request has been received by the surviving corporation or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later. A person who is the beneficial owner of shares of our common stock held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition for appraisal or request from the surviving corporation such statement.

If a petition for appraisal is duly filed by a stockholder and a copy of the petition is delivered to the surviving corporation, then the surviving corporation will be obligated, within 20 days after receiving service of a copy of the petition, to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all stockholders who have demanded an appraisal of their shares of our common stock and with whom agreements as to the value of their shares of our common stock have not been reached. After notice to stockholders who have demanded appraisal from the Register in Chancery, if such notice is ordered by the Delaware Court of Chancery, the Delaware Court of Chancery will conduct a hearing upon the petition and determine those stockholders who have complied with Section 262 of the DGCL and who have become entitled to the appraisal rights provided by Section 262 of the DGCL. The Delaware Court of Chancery may require stockholders who have demanded payment for their shares of our common stock to submit their stock certificates to the Register in Chancery for notation of the pendency of the appraisal proceedings; if any stockholder fails to comply with that direction, the Delaware Court of Chancery may dismiss the proceedings as to that stockholder. Additionally, because our common stock is (and will be, immediately prior to the effective time) publicly listed on Nasdaq, the Delaware Court of Chancery is required under Section 262 of the DGCL to dismiss the proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (1) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of our common stock or (2) the value of the consideration provided in the merger for such total number of shares of common stock exceeds $1 million.

After determination of the stockholders entitled to appraisal of their shares of our common stock, the Delaware Court of Chancery will appraise the shares of our common stock, determining their fair value as of the effective time of the merger after taking into account all relevant factors exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any, to be paid upon the amount determined to be the fair value. When the fair value has been determined, the Delaware Court of Chancery will direct the payment of such value upon surrender by those stockholders of the certificates representing their shares of our common stock (and in the case of uncertificated stock,

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forthwith). Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the effective date of the merger through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective time of the merger and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the surviving corporation may pay to each stockholder entitled to appraisal an amount in cash, in which case interest shall accrue thereafter only upon the sum of  (1) the difference, if any, between the amount paid and the fair value of the shares as determined by the Delaware Court of Chancery, and (2) interest theretofore accrued, unless paid at that time.

You should be aware that an investment banking opinion as to the fairness from a financial point of view of the consideration to be received in a sale transaction, such as the merger, is not an opinion as to fair value under Section 262 of the DGCL. Although we believe that the merger consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery and stockholders should recognize that such an appraisal could result in a determination of a value that may be less than, equal to or more than the merger consideration. Moreover, we do not anticipate offering more than the merger consideration to any stockholder exercising appraisal rights and reserve the right to assert, in any appraisal proceeding, that, for purposes of Section 262 of the DGCL, the “fair value” of a share of our common stock is less than the merger consideration. In determining “fair value,” the Delaware Court of Chancery is required to take into account all relevant factors. In Weinberger v. UOP, Inc ., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” Section 262 of the DGCL provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc ., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger , the Delaware Supreme Court also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

Costs of the appraisal proceeding (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and imposed upon the surviving corporation and the stockholders participating in the appraisal proceeding by the Delaware Court of Chancery, as it deems equitable in the circumstances. Upon the application of a stockholder, the Delaware Court of Chancery may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts used in the appraisal proceeding, to be charged pro rata against the value of all shares of our common stock entitled to appraisal. Any stockholder who demanded appraisal rights will not, after the effective time of the merger, be entitled to vote shares of our common stock subject to that demand for any purpose or to receive payments of dividends or any other distribution with respect to those shares of our common stock, other than with respect to payment as of a record date prior to the effective time of the merger. If no petition for appraisal is filed within 120 days after the effective time of the merger, or if the stockholder otherwise fails to perfect, successfully withdraws or loses such holder’s right to appraisal, then the right of that stockholder to appraisal will cease and that stockholder’s shares will be deemed to have been converted at the effective time of the merger into the right to receive the $68.78 cash payment (without interest) for each of his, her or its shares of our common stock pursuant to the merger agreement. Inasmuch as Microsemi has no obligation to file such a petition, and Microsemi has no present intention to do so, any holder of shares of our common stock who desires such a petition to be filed is advised to file it on a timely basis. A stockholder will fail to perfect or effectively lose the right to appraisal if no petition for appraisal is filed within 120 days after the effective date of the merger. In addition, as indicated above, a stockholder may withdraw his, her or its demand for appraisal solely in accordance with Section 262 of the DGCL and accept the merger consideration offered pursuant to the merger agreement.

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Failure to comply strictly with all of the procedures set forth in Section 262 of the DGCL will result in the loss of a stockholder’s statutory appraisal rights.

In view of the complexity of Section 262 of the DGCL, Microsemi’s stockholders who may wish to pursue appraisal rights should consult their legal and financial advisors.

DELISTING AND DEREGISTRATION OF COMMON STOCK

If the merger is completed, our common stock will be delisted from Nasdaq and deregistered under the Exchange Act and we will no longer file periodic reports with the SEC on account of our common stock.

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earlier than close of business on the 120 th day prior to the date of the 2019 Annual Meeting and no later than close of business on the 90 th day prior to the date of the 2019 Annual Meeting or, if the first public announcement of the date of the 2019 Annual Meeting is less than 100 days prior to the date of the 2019 Annual Meeting, the 10 th day following the day on which public announcement of the date of the 2019 Annual Meeting is first made). All proposals must be communicated in writing to our Secretary at our principal office, One Enterprise, Aliso Viejo, California 92656, Attn: Secretary.

Each stockholder shall also comply with all applicable requirements of state law and the Exchange Act and the rules and regulations promulgated thereunder and Microsemi’s bylaws with respect to the matters set forth above. Nothing above mentioned shall be deemed to affect the right of Microsemi to omit a proposal from Microsemi’s proxy statement pursuant to Rule 14a-8 (or any successor provision) under the Exchange Act. You are advised to review Microsemi’s bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations. You can obtain a copy of the bylaws by writing to our Secretary at our principal office, One Enterprise, Aliso Viejo, California 92656 Attn: Secretary.

WHERE YOU CAN FIND MORE INFORMATION

Microsemi files annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information that Microsemi files at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Microsemi’s public filings are also available in electronic format to the public from commercial document retrieval services and at the website maintained by the SEC at http://www.sec.gov. You can also review Microsemi’s SEC filings on its web site at www.microsemi.com. Information included on Microsemi’s website is not a part of this proxy statement.

The SEC allows Microsemi to “incorporate by reference” information into this proxy statement, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this proxy statement, except for any information superseded by information contained directly in this proxy statement. This proxy statement incorporates by reference the documents described below that Microsemi has previously filed with the SEC, as well as the annexes to this proxy statement. These documents contain important information about Microsemi and its financial condition.

The following documents listed below that Microsemi has previously filed with the SEC are incorporated by reference:

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Annual Report on Form 10-K, for the fiscal year ended October 1, 2017 filed with the SEC on November 14, 2017;

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The information specifically incorporated by reference into Microsemi’s Annual Report on Form 10-K for the fiscal year ended October 1, 2017 from the Definitive Proxy Statement on Schedule 14A filed with the SEC on December 20, 2017;

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Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2017, filed with the SEC on January 26, 2018; and

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•

Current Report on Form 8-K, filed with the SEC on November 21, 2017; and Current Report on Form 8-K, filed with the SEC on February 16, 2018; Current Report on Form 8-K, filed with the SEC on March 2, 2018.

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All documents that Microsemi files pursuant to Sections 13(a), 13(c), 14 or 15(d) under the Exchange Act from the date of this proxy statement to the date on which the special meeting is held, including any adjournments or postponements, shall also be deemed to be incorporated by reference in this proxy statement. Notwithstanding anything herein to the contrary, any information furnished under Item 2.02 or Item 7.01 of Microsemi’s Current Reports on Form 8-K and any other information which is furnished, but not filed with the SEC, is not incorporated herein by reference.

You may obtain any of the documents incorporated by reference from the SEC’s public reference room or the SEC’s Internet website described above. Documents incorporated by reference in this proxy statement are also available from Microsemi without charge, excluding all exhibits unless specifically incorporated by

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reference in such documents. Stockholders may obtain documents incorporated by reference in this proxy statement by requesting them in writing or by telephone from Microsemi at the following address:

Microsemi Corporation
One Enterprise
Aliso Viejo, California 92656
Telephone: (949) 380-6100
Attn: Secretary

If you would like to request documents, please do so by Tuesday, May 15, 2018 to receive them before the special meeting. If you request any incorporated documents, Microsemi will strive to mail them to you by first-class mail, or another equally prompt means, within one business day of receipt of your request.

You should rely only on the information contained in this proxy statement, including the annexes attached hereto or the information incorporated by reference herein, to vote your shares at the special meeting of Microsemi stockholders. Microsemi has not authorized anyone to provide you with information that differs from that contained in this proxy statement. This proxy statement is dated April 19, 2018. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date, and the mailing of this proxy statement to stockholders shall not create any implication to the contrary.

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ANNEX A​

EXECUTION VERSION​

AGREEMENT AND PLAN OF MERGER
   
by and among
   
MICROCHIP TECHNOLOGY INCORPORATED,
   
MAPLE ACQUISITION CORPORATION
   
and
   
MICROSEMI CORPORATION

Dated as of March 1, 2018

TABLE OF CONTENTS