ALISO VIEJO, Calif.,
Jan. 15, 2016 /PRNewswire/ --
Microsemi Corporation (Nasdaq: MSCC) ("Microsemi"),
announced today that it has accepted for exchange all shares of
PMC-Sierra, Inc. (Nasdaq: PMC) ("PMC") validly tendered into the
previously announced exchange offer by a wholly owned subsidiary of
Microsemi to acquire all of the outstanding shares of PMC for the
agreed consideration of $9.22 in cash
and 0.0771 shares of Microsemi common stock for each share of PMC.
The shares accepted represent approximately 81.32 percent of PMC's
outstanding shares of common stock.
The exchange offer expired at midnight, 12:00 a.m., New York
City time, at the end of January 14,
2016.
As previously announced, Microsemi will acquire the remaining
outstanding shares of PMC's common stock through a merger of a
wholly owned subsidiary of Microsemi with and into PMC, which
Microsemi expects to complete prior to the opening of trading on
Nasdaq on Friday, January 15,
2016.
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. Learn more at
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.
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.
These forward-looking statements 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; that customary closing
conditions to the completion of the financings and the transaction
have been satisfied; 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; our ability to successfully implement our 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 our 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; our 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 U.S. Securities and Exchange Commission (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 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. On December 16, 2015, Microsemi filed a
registration statement on Form S-4 (including a prospectus/offer to
exchange, a related letter of transmittal and other exchange offer
documents) related to the transaction with the SEC, as amended
January 4, 2016, and may file
additional amendments thereto. Also, on December 16, 2015, Microsemi and a wholly-owned
subsidiary of Microsemi filed a tender offer statement on Schedule
TO, as amended on January 4, 2016 and
further amended on January 11, 2016,
related to the transaction with the SEC and may file additional
amendments thereto. Also on December 16,
2015, PMC filed a recommendation statement on Schedule 14D-9
with the SEC, as amended on January 11,
2016, 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 the 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 contain important
information about the transaction.
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SOURCE Microsemi Corporation