PMC-Sierra, Inc. (PMC®) (NASDAQ: PMCS), the semiconductor and
software solutions innovator transforming networks that connect,
move and store big data, today announced that PMC’s board of
directors unanimously determined, after receiving the advice of its
financial advisors and outside legal counsel, that the proposal
received on November 9, 2015 from Microsemi Corporation (NASDAQ:
MSCC) to acquire all of the outstanding shares of PMC common stock
is not superior to PMC’s existing agreement with Skyworks
Solutions, Inc. (NASDAQ: SWKS) in light of the recent stock market
volatility exacerbated by recent geopolitical events. The Skyworks
all cash proposal provides more value certainty to PMC stockholders
than the stock and cash consideration provided in the Microsemi
proposal.
Under the terms of the Microsemi 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 November 13, 2015, the Microsemi proposal was
valued at $11.77 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. (NASDAQ: SWKS) 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 continues to recommend the amended and
restated merger agreement with Skyworks to PMC stockholders. PMC’s
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 recommending against 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.
About PMC
PMC (NASDAQ: PMCS) is the semiconductor and software solutions
innovator transforming networks that connect, move and store big
data. Building on a track record of technology leadership, PMC is
driving innovation across storage, optical and mobile networks.
PMC’s highly integrated solutions increase performance and enable
next-generation services to accelerate the network transformation.
For more information, visit www.pmcs.com. Follow PMC on Facebook,
Twitter, LinkedIn and RSS.
Additional Information and Where You Can Find It
PMC plans to file with the Securities and Exchange Commission
(the “SEC”) and mail to our stockholders a proxy statement in
connection with the proposed Skyworks transaction. Additionally,
PMC may file other relevant materials with the SEC in connection
with the proposed Skyworks transaction. The proxy statement and
other relevant materials will contain important information about
PMC, Skyworks, the proposed transaction, and related matters.
Investors and security holders are urged to read the proxy
statement and the other relevant materials with respect to the
proposed merger with Skyworks carefully in their entirety when they
become available before making any voting or investment decision
with respect to the proposed merger with Skyworks because they will
contain important information about the proposed merger and the
parties to the merger.
This document does not constitute an offer to sell or exchange,
or the solicitation of an offer to buy or exchange, any securities,
nor shall there be any sale of securities in any jurisdiction in
which such offer, sale or exchange would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. If a negotiated transaction between PMC and Microsemi
is agreed, Microsemi will prepare and file a registration statement
and proposed Exchange Offer documents related to the proposed
transaction. PMC, and possibly Microsemi, may also file other
documents with the SEC regarding the proposed transaction. PMC will
file a Recommendation Statement on Schedule 14D-9 with the SEC and
expects to file amendments thereto. This document is not a
substitute for any prospectus, Schedule 14D-9 or any other document
which PMC or Microsemi may file with the SEC in connection with the
proposed transaction. If a negotiated transaction between PMC
and Microsemi is agreed, investors and security holders are urged
to read the Recommendation Statement on Schedule 14D-9 and the
other relevant materials with respect to the proposed transaction
with Microsemi carefully and in their entirety when they become
available before making any investment decision with respect to the
proposed transaction with Microsemi, because they will contain
important information about the proposed transaction with
Microsemi.
Investors and security holders will be able to obtain free
copies of the proxy statement or the Recommendation Statement on
Schedule 14D-9, as applicable, and relevant other documents filed
with the SEC by PMC, Skyworks and/or Microsemi through the website
maintained by the SEC at www.sec.gov. In addition, investors and
security holders will be able to obtain free copies of the proxy
statement, Recommendation Statement on Schedule 14D-9 and the other
relevant documents filed with the SEC by PMC from PMC by contacting
Joel Achramowicz at (408) 239-8630.
PMC and its directors and executive officers may be deemed to be
participants in the solicitation of proxies in respect of the
transactions contemplated by the merger agreement with Skyworks.
Information regarding PMC’s directors and executive officers and
their ownership of PMC’s common stock is contained in PMC’s Form
10-K for the year ended December 27, 2014, and its proxy statement
dated March 20, 2015, which are filed with the SEC. Additional
information regarding the participants in the solicitation of
proxies in respect of the transaction contemplated by the merger
agreement and a description of their direct and indirect interests,
by security holdings or otherwise, will be contained in any proxy
statement and other relevant materials to be filed with the SEC if
and when they become available.
Forward-Looking Statements
This press release contains statements that may be deemed to be
forward-looking statements within the meaning of the “safe harbor”
provisions of the Private Securities Litigation Reform Act of 1995,
Section 27A of the Securities Act of 1933, and Section 21E of the
Securities Exchange Act of 1934. These statements are based on PMC
and its board of directors’ current expectations and beliefs and
are subject to a number of factors and uncertainties that could
cause actual results to differ materially from those described in
these statements. These statements include the statement that the
Microsemi proposal was valued at $11.77 per share of PMC common
stock based on the closing price of Microsemi stock on November 13,
2015, and the statement that PMC’s board of directors determined
that the Microsemi proposal does not constitute a Superior Proposal
under the terms of PMC’s merger agreement with Skyworks at this
time.
The following factors, among others, could cause actual results
to differ materially from those described in these forward-looking
statements: the determinations made by PMC’s board of directors
following its evaluation of the Microsemi proposal; actions of
Skyworks in response to any discussions with Microsemi; the results
of discussions with Microsemi; the impact of actions of other
parties with respect to any discussions and the potential
consummation of the proposed transaction with Skyworks; the outcome
of any legal proceedings that could be instituted against PMC or
its directors related to the discussions or the proposed merger
agreement with Skyworks; changes in the proposal from Microsemi;
the occurrence of any event, change or other circumstances that
could give rise to the termination of the proposed merger agreement
with Skyworks; the inability to complete the proposed merger with
Skyworks due to the failure to obtain stockholder approval for the
merger or the failure to satisfy other conditions to completion of
the merger, including the receipt of all regulatory approvals
related to the merger; the failure of Skyworks to obtain the
necessary financing arrangements set forth in the debt commitment
letters delivered pursuant to the proposed merger agreement with
Skyworks; risks that the proposed transaction with Skyworks or
Microsemi disrupts current plans and operations; potential
difficulties in employee retention as a result of the proposed
merger with Skyworks or the Microsemi proposal; the possibility
that various conditions to the consummation of the Microsemi
exchange offer and merger may not be satisfied or waived, including
the receipt of all regulatory approvals related to the merger; the
failure of Microsemi to obtain the necessary financing arrangements
set forth in the debt commitment letters delivered pursuant to the
merger agreement; uncertainty as to how many shares of PMC common
stock will be tendered into the Microsemi exchange offer; the risk
that the Microsemi exchange offer and merger will not close within
the anticipated time periods; risks related to 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; risks related to Microsemi’s ability to successfully
implement its acquisitions strategy or integrate other acquired
companies; uncertainty as to the future profitability of businesses
acquired by Microsemi, and delays in the realization of, or the
failure to realize, any accretion from acquisition transactions by
Microsemi; risks related to 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; the risk of downturns in the highly cyclical
semiconductor industry; the effects of local and national economic,
credit and capital market conditions on the proposed transactions
or on the economy in general, the impact of geopolitical events, as
well as those risks and uncertainties discussed from time to time
in our other reports and other public filings with the SEC,
including, but not limited to, those detailed in PMC’s Annual
Report on Form 10-K for the year ended December 27, 2014, and our
most recent quarterly report filed with the SEC and Microsemi’s
Annual Report on Form 10-K for the year ended September 28, 2014
and its most recent quarterly report filed with the SEC. The
forward-looking statements contained herein are made only as of the
date hereof, and we undertake no obligation to update or revise the
forward-looking statements, whether as a result of new information,
future events or otherwise.
© Copyright PMC-Sierra, Inc. 2015. All rights reserved. PMC and
PMC-SIERRA are registered trademarks of PMC-Sierra, Inc. in the
United States and other countries, PMCS is a trademark of
PMC-Sierra, Inc. PMC disclaims any ownership rights in other
product and company names mentioned herein. PMC is the corporate
brand of PMC-Sierra, Inc.
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version on businesswire.com: http://www.businesswire.com/news/home/20151116005508/en/
PMC-Sierra, Inc.Joel Achramowicz, 1-408-239-8630Director,
Investor RelationsJoel.Achramowicz@pmcs.comorKim Mason,
1-604-415-6239Manager, Corporate
Communicationskim.mason@pmcs.com
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