Filed by Microsemi Corporation
pursuant to Rule 425 under the Securities Act
of 1933 and deemed
filed pursuant to Rule 14a-12 under the Securities
Exchange Act of 1934
Subject Company: PMC-Sierra Inc.
Commission File No: 000-19084
 |
FINANCIAL
CONTACT: John W. Hohener
Executive Vice President and CFO
Phone: (949) 380-6100
INVESTOR CONTACT: Robert C. Adams
Vice President of Corporate Development
Phone: (949) 380-6100
|
Microsemi Corporation Announces
That Its Previous Proposal to Acquire
PMC-Sierra, Inc. Has Been Deemed A “Superior Proposal” by PMC-Sierra
Board of
Directors
ALISO VIEJO, Calif.―Nov. 10, 2015―Microsemi
Corporation (Nasdaq: MSCC), a leading provider of semiconductor solutions differentiated by power, security, reliability and
performance, announced that it was informed last night that its reiterated proposal to acquire PMC-Sierra, Inc (Nasdaq: PMCS) in
a cash and stock transaction constitutes a “Superior Proposal” under the terms of PMC’s merger agreement with
Skyworks Solutions, Inc. (Nasdaq: SWKS).
Under the terms of the Microsemi reiterated
proposal, PMC shareholders will receive $9.04 in cash and 0.0771x of a share of Microsemi common stock for each share of PMC common
stock held at the close of the transaction. The merger agreement submitted by Microsemi on Monday in support of its reiterated
proposal is the same in all material respect to the previous merger agreement submitted by Microsemi on October 30, 2015. However,
in support of its intent to consummate the transaction without delay by the end of the calendar year, Microsemi shortened the time
to file an Exchange Offer with the Securities and Exchange Commission. Microsemi was informed that the PMC-Sierra board has given
written notice to Skyworks of its intent to approve or recommend the Microsemi proposal. As a result, PMC-Sierra will be entitled
to terminate the merger agreement if Skyworks does not make, within three business days following the receipt of the notice, a
binding, written and complete proposal that would cause the proposal received from Microsemi to no longer constitute a “Superior
Proposal.”
About Microsemi
Microsemi Corporation (Nasdaq: MSCC) offers
a comprehensive portfolio of semiconductor and system solutions for communications, defense & security, aerospace 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; security technologies and scalable anti-tamper products; Ethernet
solutions; Power-over-Ethernet ICs and midspans; as well as custom design capabilities and services. Microsemi is headquartered
in Aliso Viejo, Calif., and has approximately 3,600 employees globally.
Microsemi and the
Microsemi logo are registered trademarks or service marks of Microsemi Corporation and/or its affiliates. Third-party trademarks
and service marks mentioned herein are the property of their respective owners.
Cautionary Note Concerning Forward-Looking Statements
This release contains forward-looking statements based on current
expectations or beliefs, as well as a number of assumptions about future events, and these statements are subject to factors and
uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The
reader is cautioned not to put undue reliance on these forward-looking statements, which are not a guarantee of future performance
and are subject to a number of uncertainties and other factors, many of which are outside the control of Microsemi. The forward-looking
statements in this release address a variety of subjects including, for example, statements regarding Microsemi’s offer to
acquire PMC-Sierra Inc. (“PMC”), its financing and the expected timing of the proposed transaction, the potential benefits
of the acquisition (including the potentially accretive and synergistic benefits), Microsemi’s expected future performance
(including expected results of operations and financial guidance), and the combined company’s future financial condition,
operating results, strategy and plans. Statements including words such as “believes,” “expects,” “anticipates,”
“intends,” “estimates,” “plan,” “will,” “may,” “look forward,”
“intend,” “guidance,” “future” or similar expressions are forward-looking statements. Potential
risks and uncertainties include, but are not limited to, such factors as the ultimate outcome of any possible transaction between
Microsemi and PMC, including the possibilities that Microsemi will not pursue a transaction with PMC or that PMC will reject a
transaction with Microsemi; if a transaction between Microsemi and PMC were to occur, the ultimate outcome and results of integrating
the operations of Microsemi and PMC, the ultimate outcome of Microsemi’s operating strategy applied to PMC and the ultimate
ability to realize synergies; the effects of the business combination of Microsemi and PMC, including the combined company’s
future financial condition, operating results, strategy and plans; negative or worsening worldwide economic conditions or market
instability; downturns in the highly cyclical semiconductor industry; Microsemi’s ability to successfully implement Microsemi’s
acquisitions strategy or integrate other acquired companies; uncertainty as to the future profitability of acquired businesses,
and delays in the realization of, or the failure to realize, any accretion from acquisition transactions; acquiring, managing and
integrating new operations, businesses or assets, and the associated diversion of management attention or other related costs or
difficulties; Microsemi's reliance on government contracts for a significant portion of its sales, including impacts of any termination
or renegotiation of such contracts, uncertainties of governmental appropriations and national defense policies and priorities and
effects of any past or future government shutdowns; risks related to the company's international operations and sales, including
political instability, trade restrictions and sanctions, restrictions in the transfer or repatriation of funds, currency fluctuations
and availability of transportation services; potential non-realization of expected orders or non-realization of backlog; failure
to make sales indicated by the company's book-to-bill ratio; intense competition in the semiconductor industry and resultant downward
price pressure; the effect of events such as natural disasters and related disruptions on Microsemi’s operations; the concentration
of the factories that service the semiconductor industry; delays in beginning production, implementing production techniques, resolving
problems associated with technical equipment malfunctions, or issues related to government or customer qualification of facilities;
Microsemi’s dependence on third parties for key functions; increases in the costs of credit and the availability of credit
or additional capital only under more restrictive conditions or not at all; changes to laws or regulations; unanticipated changes
in Microsemi's tax obligations, results of tax
examinations or exposure to additional income tax liabilities; changes
in generally accepted accounting principles; principal, liquidity and counterparty risks related to Microsemi's holdings in securities;
inability to develop new technologies and products to satisfy changes in customer demand or the development by the company's competitors
of products that decrease the demand for Microsemi's products; unfavorable or declining conditions in end markets; inability of
Microsemi's compound semiconductor products to compete successfully with silicon-based products; production delays related to new
compound semiconductors; variability of the company's manufacturing yields; potential effects of system outages; inability by Microsemi
to fulfill customer demand and resulting loss of customers; variations in customer order preferences; difficulties foreseeing future
demand; rises in inventory levels and inventory obsolescence; environmental or other regulatory matters or litigation, or any matters
involving contingent liabilities or other claims; the uncertainty of litigation, the costs and expenses of litigation, the potential
material adverse effect litigation could have on Microsemi's business and results of operations if an adverse determination in
litigation is made, and the time and attention required of management to attend to litigation; difficulties in determining the
scope of, and procuring and maintaining, adequate insurance coverage; difficulties and costs of protecting patents and other proprietary
rights; the hiring and retention of qualified personnel in a competitive labor market; any circumstances that adversely impact
the end markets of acquired businesses; and difficulties in closing or disposing of operations or assets or transferring work,
assets or inventory from one plant to another. In addition to these factors and any other factors mentioned elsewhere in this news
release, the reader should refer as well to the factors, uncertainties or risks identified in Microsemi's most recent Form 10-K
and any subsequent Form 10-Q reports filed by Microsemi with the SEC. Additional risk factors may be identified from time to time
in Microsemi's future filings. The forward-looking statements included in this release speak only as of the date hereof, and Microsemi
does not undertake any obligation to update these forward-looking statements to reflect subsequent events or circumstances.
Additional Information and Where to Find It
This communication does not constitute an offer to buy or solicitation
of an offer to sell any securities. This communication relates to a proposal which Microsemi Corporation (“Microsemi”)
has made for a business combination transaction with PMC-Sierra Inc. (“PMC”). In furtherance of this proposal and
subject to future developments, Microsemi (and, if a negotiated transaction is agreed to, PMC) may file one or more registration
statements, prospectuses, proxy statements or other documents with the U.S. Securities and Exchange Commission (“SEC”).
This communication is not a substitute for any registration statement, prospectus, proxy statement or other document Microsemi
and/or PMC may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF MICROSEMI AND
PMC ARE URGED TO READ THE REGISTRATION STATEMENT, PROSPECTUS, PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY
IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Any definitive proxy statement (if and when available) will be mailed to stockholders of PMC. Investors and security holders will
be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by Microsemi through
the web site maintained by the SEC at http://www.sec.gov.
Certain Information Regarding Participants
Microsemi and certain of its directors and executive officers may
be deemed to be participants in any solicitation with respect to the proposed transaction under the rules of the SEC. Security
holders may obtain information regarding the names and interests of Microsemi’s directors and executive officers from
Microsemi’s Annual Report on Form 10-K for the year ended
September 28, 2014, which was filed with the SEC on November 13, 2014, and Microsemi’s proxy statement for the 2015 Annual
Meeting of Shareholders, which was filed with the SEC on December 19, 2014. These documents can be obtained free of charge from
the sources indicated above. Additional information regarding the interests of these participants in the proxy solicitation and
a description of their direct and indirect interests, by security holdings or otherwise, will also be included in any proxy statement
and other relevant materials to be filed with the SEC if and when they become available.
Source: Microsemi
Corporation
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