ALISO VIEJO, Calif.,
Dec. 16, 2015 /PRNewswire/ --
Microsemi Corporation (Nasdaq: MSCC), a leading provider of
semiconductor solutions differentiated by power, security,
reliability and performance, today announced that it commenced an
exchange offer (the "Offer") for all of the outstanding shares of
PMC-Sierra, Inc. (PMC®) (Nasdaq: PMCS), a semiconductor and
software solutions leader in storage, optical and mobile networks,
through a wholly-owned subsidiary of Microsemi, pursuant to their
previously announced merger agreement, dated November 24, 2015. Subject to the terms and
conditions of the Offer, PMC-Sierra stockholders who validly tender
their shares in the Offer will receive $9.22 in cash and 0.0771 of a share of Microsemi
common stock for each share of PMC common stock.
The Offer is scheduled to expire at 12:00 midnight, New York City time, at the end of January 14, 2016, unless earlier extended or
terminated. The terms and conditions of the Offer are described in
the exchange offer documents, which will be mailed to PMC
stockholders and filed with the Securities and Exchange Commission
("SEC").
Upon satisfaction of the conditions to the Offer, and after the
shares tendered in the Offer are accepted for payment, Microsemi
and PMC intend, as promptly as practicable, to effect a merger
pursuant to Section 251(h) of the Delaware General Corporation Law,
which would not require a vote of PMC's stockholders, and which
would result in each outstanding share of PMC common stock not
tendered in the Offer (other than shares held by PMC in treasury,
by Microsemi or its subsidiaries or by PMC stockholders who have
validly exercised their appraisal rights under Delaware law) being converted into the right
to receive $9.22 in cash and 0.0771
of a share of Microsemi common stock. The Offer is subject to
customary conditions, including the tender of a number of shares of
PMC common stock that together with any shares already held by
Microsemi, equal to at least a majority of the outstanding shares
of PMC's common stock and certain regulatory clearances, including
the expiration or termination of the applicable waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act. No approval
of the stockholders of Microsemi is required in connection with the
proposed transaction. The board of directors of PMC recommends that
PMC stockholders accept the Offer and tender their shares of PMC
common stock to Microsemi pursuant to the Offer.
In connection with the Offer, Microsemi will file today a
registration statement on Form S-4 including a prospectus/offer to
exchange and certain ancillary documentation that will be mailed to
PMC stockholders and a tender offer statement on Schedule TO with
the SEC and PMC-Sierra will file a solicitation/recommendation
statement on Schedule 14D-9 that will also be mailed to PMC
stockholders. These documents contain important information about
the Offer that should be read carefully before any decision is made
with respect to the Offer.
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. For
more information, visit www.microsemi.com.
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
Certain statements made herein, including, for
example, information regarding the proposed transaction between
Microsemi and PMC and the expected timetable for completing the
transaction are "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1965, Section 27A
of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These forward-looking statements reflect the
current analysis of existing information and are subject to various
risks and uncertainties. As a result, caution must be exercised in
relying on forward-looking statements. Due to known and unknown
risks, our actual results may differ materially from our
expectations or projections.
The following factors, among others, could cause actual results
to differ materially from those described in these forward-looking
statements: the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement; the outcome of any legal proceedings that could be
instituted against PMC or its directors or Microsemi related to the
merger agreement; 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
clearances related to the merger; the failure of Microsemi to
obtain the necessary financing pursuant to the arrangements set
forth in the debt commitment letters delivered pursuant to the
merger agreement or otherwise; 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 on Microsemi and
PMC, including on the combined company's future financial
condition, operating results, strategy and plans; risks that the
proposed transaction disrupts current plans and operations, and
potential difficulties in employee retention as a result of the
merger; risks related to Microsemi's ability to successfully
implement its acquisition 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 economy in general, and
other risks and uncertainties described herein, as well as those
risks and uncertainties discussed from time to time in our other
reports and other public filings with the U.S. Securities and
Exchange Commission ("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 PMC's most
recent quarterly report filed with the SEC, and Microsemi's Annual
Report on Form 10-K for the year ended September 27, 2015 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.
Additional Information and Where to Find It
This document relates to a pending business combination
transaction between Microsemi and PMC. 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. Microsemi will
today file a registration statement on Form S-4 related to the
transaction with the SEC and may file amendments thereto. Microsemi
and a wholly-owned subsidiary of Microsemi will file today a tender
offer statement on Schedule TO (including a prospectus/offer to
exchange, a related letter of transmittal and other exchange offer
documents) related to the transaction with the SEC and may file
amendments thereto. PMC will file a recommendation statement on
Schedule 14D-9 with the SEC and may file amendments thereto. PMC
and Microsemi may also file other documents with the SEC regarding
the transaction. This document is not a substitute for any
registration statement, Schedule TO, Schedule 14D-9 or any other
document which PMC or Microsemi may file with the SEC in connection
with the transaction. Investors and security holders are urged
to read the registration statement, the Schedule TO (including the
prospectus/offer to exchange, related letter of transmittal and
other exchange offer documents), the recommendation statement on
Schedule 14D-9 and the other relevant materials with respect to the
transaction carefully and in their entirety before making any
investment decision with respect to the transaction, because they
will contain important information about the transaction.
Such materials (and all other offer documents filed with the
SEC) will be available at no charge on the SEC's Web site:
www.sec.gov. In addition, PMC's stockholders will be able to obtain
free copies of such materials by contacting D.F. King & Co., Inc., the information
agent, by phone toll-free at (800) 467-0821 or by email at
infoagent@dfking.com.
Logo -
http://photos.prnewswire.com/prnh/20110909/MM66070LOGO
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/microsemi-corporation-commences-exchange-offer-to-acquire-pmc-sierra-inc-300193621.html
SOURCE Microsemi Corporation