18 January 2016
Microsemi completes acquisition of PMC-Sierra
Microsemi Corp of Aliso Viejo, CA, USA (which makes chips for the communications, security, aerospace and industrial markets) says that its subsidiary Lois Acquisition Corp has now merged with and into PMC-Sierra Inc of Sunnyvale, CA, USA (which provides semiconductor and software solutions for storage, optical and mobile networks), completing Microsemi's acquisition of PMC. Under Section 251(h) of the General Corporation Law of the State of Delaware, no vote of PMC's stockholders was required to consummate the merger.
At the effective time of the merger, each outstanding share of PMC common stock was converted into the right to receive $9.22 in cash plus 0.0771 shares of Microsemi common stock. Following the merger, PMC shares will cease to be traded on Nasdaq.
Originally (on 5 October) analog and mixed-signal semiconductor maker Skyworks Solutions Inc of Woburn, MA, USA agreed to acquire PMC for $10.50 per share. But on 19 October, Microsemi made a rival unsolicited offer to acquire PMC for $8.75 in cash plus 0.0736 shares of Microsemi for each share of PMC (amounting to $11.35 per PMC share). After a few more rounds of bidding, on 19 November PMC-Sierra declared Microsemi's bid a 'superior proposal'. On 24 November Skyworks said that it had decided not to modify its offer, leading to PMC terminating their agreement (entitling Skyworks to an $88.5m termination fee from PMC).
"PMC's innovative semiconductor and software solutions are transforming the networks that connect, move and store big data," comments Microsemi's chairman & CEO James J. Peterson. "As we integrate we will leverage its industry-leading talent base and product portfolio, driving the combined company's next wave of innovation."