PMC-Sierra Into Discussion With Microsemi for Acquisition

PMC-Sierra, Inc. has received an unsolicited proposal from Microsemi Corporation to acquire all of the outstanding shares of PMC common stock, in a cash and stock transaction.

Under the terms of Microsemi’s proposal, PMC stockholders would receive $9.04 in cash and 0.0771 of a share of Microsemi common stock for each share of PMC common stock held at the close of the transaction. Based on the closing stock price of Microsemi common stock on Oct. 29, 2015, the Microsemi proposal was valued at $11.88 per share of PMC common stock.

PMC had previously announced (on October 30, 2015) that it had entered into an amended and restated merger agreement with Skyworks Solutions, Inc. pursuant to which Skyworks would acquire all of the outstanding shares of PMC common stock for $11.60 per share in an all-cash transaction.

PMC’s board of directors is evaluating Microsemi’s proposal and has not made a determination as to whether the proposal constitutes a superior proposal under the terms of PMC’s merger agreement with Skyworks.

However, PMC’s board of directors believes, after consultation with its financial advisors and outside legal counsel, that the Microsemi proposal would reasonably be expected to lead to a superior proposal, and that the failure to participate in discussions with Microsemi would reasonably be expected to be inconsistent with the board’s fiduciary duties, so it has determined to engage in discussions with Microsemi. There can be no assurances that any definitive agreement or transaction will result from the Microsemi proposal or PMC’s discussions with Microsemi.

PMC’s board of directors continues to recommend the amended and restated merger agreement with Skyworks to its stockholders. Board of directors is not modifying or withdrawing its recommendation with respect to the amended and restated merger agreement and the merger with Skyworks, or proposing to do so, and is not making any recommendation with respect to the Microsemi proposal.

Qatalyst Partners LP and Needham & company, LLC are acting as financial advisors to PMC and Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal advisor.

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