Actionable news
0
All posts from Actionable news
Actionable news in PMCS: PMC - Sierra, Inc.,

Prospectuses and communications, business combinations

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

Microsemi Corporation Announces That Its Previous Proposal to Acquire
PMC-Sierra, Inc. Has Been Deemed A “Superior Proposal” by PMC-Sierra
Board of Directors

, 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...


More