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Pericom Semiconductor: Pericom Board Reiterates Strong Support For Diodes Transaction And

The following excerpt is from the company's SEC filing.

Responds to Montages 11

Hour Maneuvers to Mislead Pericom Shareholders

Pericom Shareholder Approval of the Diodes Offer Tomorrow Would

Mean Substantial and Certain Cash Value in a Matter of Days

Glass Lewis Calls Montages 11

Hour Maneuvering

a Last-Ditch Ploy to Derail the Superior Diodes Transaction

Pericom Special Meeting of Shareholders Scheduled to Commence Tomorrow at 9:00 a.m. PT

Milpitas, CA November 19, 2015

Pericom Semiconductor Corporation (Pericom or the Company) (NASDAQ: PSEM) announced today that leading independent pr oxy advisory firm, Glass, Lewis & Co. (Glass Lewis) issued an update this evening to its report, dated November 11, 2015, in favor of a Pericom-Diodes transaction. The Glass Lewis update reiterates its recommendation in favor of a Diodes transaction, noting that, Montage, has still not, to the best of our knowledge, made any substantive improvements to the aspects of its acquisition proposal that have truly been the key points of contention here.

The Company also issued the following statement to Pericom shareholders reiterating the Pericom Board of Directors recommendation in favor of a transaction with Diodes Incorporated (Diodes) (NASDAQ: DIOD), pursuant to the Agreement and Plan of Merger between Diodes and Pericom, dated September 2, 2015, as amended November 5, 2015 (the Diodes Merger Agreement or the Agreement).

Our Special Meeting to be convened tomorrow morning (Friday, November 20, 2015) at 9:00 a.m. PT, is being called primarily to seek shareholder approval of the acquisition of Pericom by Diodes.

We encourage our fellow shareholders not to allow Montage last-ditch ploys to pressure them into gambling on a highly uncertain deal that would derail them from the benefits of a transaction with Diodes that would provide substantial and certain cash value in a matter of days.

To reiterate, the Pericom Board believes that the Diodes Merger Agreement is in the best interest of Pericom shareholders because:

Diodes $17.75 per share all-cash offer is backed by a fully-funded credit agreement and term loan from Bank of America. The $17.75 per share purchase price represents a 46% premium to Pericoms unaffected closing price on September 2, 2015, and exceeds the five-year trading high in Pericom shares by 8%.

The Diodes transaction is subject only to Pericom shareholder approval at the Special Meeting and is not subject to any regulatory approval shareholders will receive the purchase price promptly following approval at the Special Meeting.

The transaction with Diodes is expected to close within a matter of days, at which point shareholders would be able to immediately reinvest the proceeds of the sale and potentially earn returns instead of waiting for another, less certain transaction to go through a protracted regulatory approval process and possibly never even close.

The Diodes transaction offers not only a substantial per share cash premium, but also near-term closing certainty the value of which cannot...


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