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30 October 2015

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

Analog and mixed-signal semiconductor maker Skyworks Solutions Inc of Woburn, MA, USA has entered into an amended and restated merger agreement to acquire PMC-Sierra Inc of Sunnyvale, CA, USA (which provides semiconductor and software solutions for storage, optical and mobile networks) for $11.60 in cash per share of PMC common stock, an increase from $10.50 in the previous agreement of 5 October. Also, the termination fee has been increased from $70m to $88.5m.

Skyworks' amended offer is in response to the unsolicited offer made on 19 October by Microsemi Corp of Aliso Viejo, CA, USA (which makes chips for the communications, security, aerospace and industrial markets) to acquire PMC for $8.75 in cash and 0.0736 of a Microsemi share for each share of PMC common stock (amounting to $11.35 per share, based on the closing stock price of Microsemi's common stock on 19 October). PMC's board of directors said that, since Microsemi had made what was a superior proposal at the time, it would engage in discussions with Microsemi.

The boards of directors of Skyworks and PMC have now each approved their amended merger agreement. PMC's board of directors has determined that, as a result of the new agreement with Skyworks, Microsemi's proposal is now not superior and hence recommends the amended agreement with Skyworks to PMC stockholders.

As announced on 5 October, Skyworks intends to fund the acquisition with cash on hand from the combined companies and with fully committed debt financing. The closing of the transaction is not subject to financing conditions, and is expected to take place in first-half 2016 (subject to PMC shareholder approval, receipt of regulatory approvals, and other customary closing conditions).

See related items:

Skyworks to acquire PMC-Sierra for $2bn

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

Tags: Skyworks

Visit: www.skyworksinc.com

Visit: www.pmcs.com

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