17 November 2015

PMC-Sierra reiterates commitment to Skyworks transaction

After receiving advice from its financial advisors and outside legal counsel, the board of directors of PMC-Sierra Inc of Sunnyvale, CA, USA (which provides semiconductor and software solutions for storage, optical and mobile networks) has unanimously determined that the proposal received on 9 November from Microsemi Corp of Aliso Viejo, CA, USA (which makes chips for the communications, security, aerospace and industrial markets) to acquire all of the outstanding shares of PMC common stock is not superior to PMC's existing agreement with analog and mixed-signal semiconductor maker Skyworks Solutions Inc of Woburn, MA, USA, in light of the recent stock market volatility exacerbated by recent geopolitical events. Skyworks' all-cash proposal provides more value certainty to PMC stockholders than the stock and cash consideration provided in the Microsemi proposal, it is reckoned.

On 5 October, Skyworks offered to acquire PMC for $10.50 per share. On 19 October, Microsemi made a rival unsolicited offer amounting to $11.35 per share. Then, on 30 October, PMC announced an amended and restated merger agreement for Skyworks to acquire it for $11.60 per share. In response, Microsemi made a revised offer under which PMC stockholders would receive $9.04 in cash and 0.0771 of a Microsemi share for each share of PMC common stock held at the close of the transaction (amounting to $11.88 per PMC share based on the closing price of Microsemi common stock on 29 October). However, PMC now notes that this amounts to $11.77 per PMC share based on the closing price of Microsemi common stock on 13 November.

PMC's board continues to recommend the amended and restated merger agreement with Skyworks to its stockholders. The board says that it is not modifying or withdrawing its recommendation with respect to the agreement with Skyworks, and is recommending against the Microsemi proposal.

See related items:

Microsemi's proposal to acquire PMC deemed a superior proposal by PMC board

PMC receives increased unsolicited offer of $11.88 per share from Microsemi

Skyworks increases offer to acquire PMC-Sierra from $10.50 to $11.60 per share

Skyworks to acquire PMC-Sierra for $2bn

Skyworks' quarterly revenue ris es a more-than-expected 38% year-on-year to $810m

Tags: Microsemi Skyworks

Visit: www.pmcs.com

Visit: www.microsemi.com

Visit: www.skyworksinc.com