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SECURITIES AND EXCHANGE COMMISSION

Preliminary Proxy Soliciting materials

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UNITED STATES

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant x Filed by a Party other than the Registrant ¨

Check the appropriate box:

PERICOM SEMICONDUCTOR CORPORATION

(Name of the Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY PROXY STATEMENTSUBJECT TO COMPLETION

DATED OCTOBER 13, 2015

, 2015

Dear Shareholder:

You are invited to attend a special meeting of shareholders of common stock of Pericom Semiconductor Corporation, a California corporation ( Pericom , we , us or our ), to be held on , 2015, at , at 1545 Barber Lane, Milpitas, California 95035.

At the special meeting, you will be asked to consider and vote upon a proposal to approve a merger agreement pursuant to which Pericom would be acquired by Diodes Incorporated. We entered into this merger agreement on September 2, 2015. If the merger is completed, you will be entitled to receive $17.00 in cash, without interest and less any applicable withholding taxes, for each share of Pericom common stock that you own. At the special meeting, you will also be asked to consider and vote upon, on a non-binding, advisory basis, certain compensation that will or may become payable to our named executive officers that is based on or otherwise relates to the merger.

After careful consideration, the board of directors of Pericom unanimously determined that the merger, on the terms and subject to the conditions set forth in the merger agreement, is fair to, and in the best interests of, Pericom and its shareholders and unanimously approved and declared advisable the merger agreement, the merger and the other transactions contemplated by the merger agreement in accordance with the requirements of California law.

The board of directors of Pericom unanimously recommends that you vote FOR the approval of the merger agreement and the merger, FOR the proposal to adjourn the special meeting to solicit additional votes to approve the merger agreement and the merger, if necessary or appropriate, and FOR the non-binding, advisory proposal to approve certain compensation that will or may become payable to our named executive officers that is based on or otherwise relates to the merger.

Your vote is important. If you do not vote or do not instruct your broker, bank or nominee how to vote, it will have the same effect as voting AGAINST the merger agreement and the merger. It is important that your shares be represented and voted whether or not you plan to attend the special meeting in person. You may vote by completing and mailing the enclosed proxy card. Voting by written proxy will ensure your shares are represented at the special meeting.

Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the merger or the merger agreement, passed upon the merits or fairness of the merger, or passed upon the adequacy or accuracy of the disclosure in the accompanying proxy statement. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated and is first being mailed to shareholders on or about , 2015.

PERICOM SEMICONDUCTOR CORPORATION

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To Be Held on , 2015

To the Shareholders of Pericom Semiconductor Corporation:

We will hold an special meeting of the shareholders of Pericom Semiconductor Corporation, a California corporation ( Pericom , we , us or our ), at on , 2015, at 1545 Barber Lane, Milpitas, California 95035. We will consider and act on the following proposals at the special meeting.

The accompanying proxy statement and its annexes, including all documents incorporated by reference into the accompanying proxy statement, more fully describes these items of business. We urge you to read this information carefully.

The board of directors of Pericom unanimously recommends that you vote (1) FOR the Merger Proposal; (2) FOR the Adjournment Proposal; and (3) FOR the Golden Parachute Compensation Proposal. The approval by Pericom shareholders of the Merger Proposal is required to complete the Merger described in the accompanying proxy statement.

Only shareholders of record of shares of Pericom common stock at the close of business on , 2015, the record date for the special meeting, are entitled to notice of and to vote at the special meeting and any adjournments or postponements of the special meeting. If you have any questions concerning the Merger, the special meeting or the accompanying proxy statement, need help voting your shares of Pericom common stock, or would like additional copies, without charge, of the enclosed proxy statement or proxy card, please contact Pericoms proxy solicitor, MacKenzie Partners, Inc., using the information below:

Toll-free: (800) 322-2885

Collect: (212) 929-5500

Email: proxy@mackenziepartners.com

Your vote is very important. It is important that your shares be represented and voted whether or not you plan to attend the special meeting in person. You may vote by completing and mailing the proxy card enclosed

with the proxy statement. If your shares are held in street name, meaning your shares are held of record by a broker, bank or other nominee, you should instruct your broker, bank or nominee how to vote your shares using the voting instruction form furnished by your broker, bank or nominee. Submitting a proxy by mailing a proxy card will ensure your shares are represented at the special meeting. If you do not vote or do not instruct your broker, bank or nominee how to vote, it will have the same effect as voting against the Merger Proposal.

Please vote promptly whether or not you expect to attend the Pericom special meeting.

Milpitas, California

Dated: , 2015

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE MERGER

AND THE SPECIAL MEETING

The following questions and answers briefly address some questions you may have regarding the special meeting and the proposed merger. These questions and answers may not address all questions that may be important to you as a shareholder of Pericom Semiconductor Corporation. Please refer to the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to in this proxy statement. We encourage you to read this proxy statement, including the annexes, in its entirety because it explains the proposed merger, the documents related to the merger and other related matters. In this proxy statement, the terms Company , we , our , ours , us and Pericom refer to Pericom Semiconductor Corporation. We refer to Diodes Incorporated as Parent or Diodes and PSI Merger Sub, Inc. as Merger Sub .

In order to complete the Merger, our shareholders must vote to approve the Merger Proposal (as defined below). We will hold a special meeting of our shareholders to obtain this approval. Our board of directors (the Company Board ) is providing this proxy statement to give you information for use in determining how to vote on the proposals submitted to the shareholders at the special meeting. You should read this proxy statement and the annexes incorporated by reference herein carefully. The enclosed proxy card and voting instructions allow you, as our shareholder, to have your shares voted at the special meeting without attending the special meeting. Your proxy is being solicited by the Company Board.

Your vote is very important. If you do not vote or do not instruct your broker, bank or nominee how to vote, it will have the same effect as voting AGAINST the Merger Proposal (as defined below). We encourage you to submit your proxy as soon as possible.

Vested Stock Options. Each Company Option that is vested as of the effective time of the Merger will be cancelled and, in exchange therefor, each former holder of such cancelled vested Company Option will be entitled to receive a payment in cash in an amount equal to the product of (i) the total number of unexercised shares subject to such vested Company Option and (ii) the excess, if any, of $17.00 over the exercise price per share of such vested Company Option (the Option Payment ). In addition, each Company Option that is unvested as of the effective time of the Merger which is held by an individual who is rendering continuous service to Pericom or its subsidiaries through the effective time of the Merger but who is not eligible to be included on a registration statement filed by Parent on Form S-8 (a Non-Continuing Service Provider ) will vest as of immediately prior to the effective time of the Merger and be treated as a vested Company Option.

Unvested Restricted Stock Units. Each outstanding award of restricted stock units or performance share units (each, a Company RSU ) that is not vested prior to the effective time of the Merger that is held by a Continuing Service Provider will be replaced with a Parent RSU, on generally the same terms and conditions (other than performance-vesting requirements which will be deemed satisfied at maximum achievement) as applied to each such unvested Company RSU immediately prior to the effective time of the Merger, with respect to the number of shares of Parent common stock, rounded down to the nearest whole share, that is equal to the product of (i) the number of shares of Company Common Stock that were subject to such unvested Company RSU immediately prior to the effective time of the Merger and (ii) the quotient obtained by dividing (x) $17.00 by (y) the VWAP of Parent Stock.

Vested Restricted Stock Units. Each outstanding Company RSU that is vested as of the effective time of the Merger will be cancelled in exchange for the right to receive a payment equal to $17.00 plus the amount of any declared and unpaid dividends in respect of such vested Company RSU (excluding, for the avoidance of doubt, the $0.06 per share regular quarterly cash dividend payable to shareholders of record as of the close of business on August 20, 2015) (the Vested RSU Payment ). In addition, each Company RSU that is unvested as of the effective time of the Merger held by a Non-Continuing Service Provider will vest (treating for this purpose any performance-based vesting condition to which such Company RSU is subject as having been attained at maximum level) and be cancelled in exchange for the right to receive a payment equal to $17.00 (the Accelerated RSU Payment ).

See the section entitled The Merger AgreementTreatment of Pericom Equity Awards beginning on page 68 of this proxy statement.

Pericom shareholder approval of the Merger Proposal is required for completion of the Merger. Pericom shareholder approval of the Adjournment Proposal and the Golden Parachute Compensation Proposal are not required for completion of the Merger. No other matters are intended to be brought before the special meeting by Pericom.

If you were a holder of record on the Record Date, you may vote in person at the special meeting, by submitting a proxy for the special meeting or by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed, postage paid envelope.

If, as a shareholder of record, you sign, date and mail your proxy and do not indicate how you want to vote, your proxy will be voted FOR the Merger Proposal, FOR the Adjournment Proposal and FOR the Golden Parachute Compensation Proposal.

If you hold your shares in street name, which means your shares are held of record by a broker, bank or nominee, you must provide the record holder of your shares with instructions on how to vote your shares in accordance with the voting instructions provided by your broker, bank or nominee. If you do not provide your broker, bank or nominee with instructions on how to vote your shares, it will not be permitted to vote your shares. These are referred to generally as broker non-votes. A broker non-vote occurs when a nominee holding shares for a beneficial owner returns a valid proxy but does not vote on a particular proposal because the nominee does not have discretionary voting authority and has not received instructions from the beneficial owner of the shares. Also, please note that if your shares are held in street name and you wish to vote at the special meeting in person, you must bring to the special meeting a legal proxy from the record holder of the shares (your broker, bank or nominee) authorizing you to vote at the special meeting.

If you fail to cast your vote, in person or by proxy card, or fail to give voting instructions to your broker, bank or nominee, it will have the same effect as a vote against the Merger Proposal and it will have no effect on the Adjournment Proposal and the Golden Parachute Compensation Proposal.

If you have instructed a broker, bank or other nominee to vote your shares, you must follow the directions received from your broker, bank or other nominee to change those instructions.

In order to ensure that all of your shares are voted at the special meeting, please complete, sign, date and return each proxy card and voting instruction card that you receive.

You should read The MergerMaterial U.S. Federal Income Tax Consequences beginning on page 60 of this proxy statement for a more complete discussion of the U.S. federal income tax consequences of the Merger.

Because individual circumstances may differ, you should consult your tax advisor to determine the particular U.S. federal, state, local and/or foreign tax consequences of the Merger to you.

Toll-free: (800) 322-2885

Collect: (212) 929-5500

Email: proxy@mackenziepartners.com

SUMMARY

This summary, together with the preceding section of this proxy statement entitled Questions and Answers About the Merger and the Special Meeting, highlights selected information from this proxy statement and may not contain all of the information that is important to you as a shareholder of Pericom or that you should consider before voting on the Merger Proposal. To better understand the Merger, you should read carefully this entire proxy statement and all of its annexes, including the Merger Agreement, which is attached as Annex A, before voting on the Merger Proposal. In addition, we incorporate by reference important business and financial information about Pericom in this document and you are encouraged to review all such information incorporated by reference herein. Each item in this summary includes a page reference directing you to a more complete description of that item. You may obtain without charge copies of documents incorporated by reference into this proxy statement by following the instructions under Where You Can Find More Information beginning on page 89 of this proxy statement.

The Companies (page 27)

Pericom

Pericom Semiconductor Corporation

1545 Barber Lane

Milpitas, CA 95035

(408) 232-9100

www.pericom.com

Pericom designs, develops and markets high-performance integrated circuits ( ICs ) and frequency control products ( FCPs ) used in many of todays advanced electronic systems. Pericoms IC products include functions that support the connectivity, timing and signal conditioning of high-speed parallel and serial protocols that transfer data among a systems microprocessor, memory and various peripherals, such as displays and monitors, and between interconnected systems. Pericoms FCPs are electronic components that provide frequency references such as crystals and oscillators for computer, communication and consumer electronic products. Pericoms analog, digital and mixed-signal ICs, together with our FCP products enable higher system bandwidth and signal quality, resulting in better operating reliability, signal integrity, and lower overall system cost in applications such as notebook computers, servers, network switches and routers, storage area networks, digital TVs, cell phones, GPS and digital media players.

For additional information about Pericom and our business, see the section entitled Where You Can Find More Information beginning on page 89 of this proxy statement.

Diodes

Diodes Incorporated

4949 Hedgcoxe Road, Suite 200

Plano, TX 75024

(972) 987-3900

www.diodes.com

Diodes is a leading global manufacturer and supplier of high-quality, application-specific standard products within the broad discrete, logic and analog semiconductor markets, serving the consumer electronics, computing, communications, industrial and automotive markets. Diodes primary focus is on low pin count semiconductor devices with one or more active and/or passive components. Diodes products include diodes, rectifiers, transistors, MOSFETs, protection devices, functional specific arrays, single gate, dual gate and standard logic,

amplifiers and comparators, Hall-effect and temperature sensors, power management devices, including LED drivers, AC-DC and DC-DC switching, linear voltage regulators, and voltage references along with special function devices, such as USB power switches, load switches, voltage supervisors, and motor controllers. These products are sold primarily throughout Asia, North America and Europe. For additional information about Diodes and its business, see the documents that Diodes files from time to time with the SEC.

Merger Sub

PSI Merger Sub, Inc.

c/o Diodes Incorporated

4949 Hedgcoxe Road, Suite 200

Plano, TX 75024

(972) 987-3900

www.diodes.com

PSI Merger Sub, Inc., a California corporation and a wholly owned subsidiary of Diodes, was organized solely for the purpose of entering into the Merger Agreement with Pericom and completing the Merger and has not conducted any business operations other than those incident to its formation and the transactions contemplated by the Merger Agreement. If the Merger is completed, Merger Sub will cease to exist by operation of law following its merger with and into Pericom.

The Merger (page 27)

Pursuant to the terms of the Merger Agreement that is described in this proxy statement and attached as Annex A, Pericom will be acquired by Diodes. We encourage you to carefully read in its entirety the Merger Agreement, which is the principal document governing the Merger.

The Merger Agreement provides that Merger Sub will be merged with and into Pericom, with Pericom continuing as the surviving corporation and a wholly owned subsidiary of Diodes. Upon the completion of the Merger, each share of Company Common Stock outstanding immediately prior to the completion of the Merger (other than shares held by holders who have properly perfected dissenters rights under Chapter 13 of the CGCL, a copy of which is attached to this proxy statement as Annex D, or shares held by Pericom or Diodes or their respective subsidiaries), will be converted into the right to receive $17.00 in cash per share, without interest and less any applicable withholding taxes (the Merger Consideration ).

Treatment of Pericom Equity Awards (page 68)

Unvested Stock Options . Each Company Option that is unvested as of the effective time of the Merger and which is held by a Continuing Service Provider will be replaced with an award of Parent RSUs on generally the same terms and conditions as previously applied to each such unvested Company Option, except that such Parent RSU award will cover that whole number of shares of Parent common stock (rounded down) equal to the product of (i) the total number of shares subject to such unvested Company Option and (ii) the excess, if any, of $17.00 over the exercise price per share subject to such unvested Company Option and then divided by (iii) the VWAP of Parent Stock. With respect to any Parent RSUs granted to holders of unvested Company Options, Parent will defend, indemnify and holder harmless in full each such holder of Parent RSUs for any taxes imposed on such holder under Section 409A of the Code arising from the conversion of the unvested Company Options into Parent RSUs.

Vested Stock Options . Each Company Option that is vested as of the effective time of the Merger will be cancelled and, in exchange therefor, each former holder of such cancelled vested Company Option will be

entitled to receive the Option Payment. In addition, each Company Option that is unvested as of the effective time of the Merger which is held by a Non-Continuing Service Provider will vest as of immediately prior to the effective time of the Merger and be treated as a vested Company Option.

Unvested Restricted Stock Units . Each outstanding Company RSU that is not vested prior to the effective time of the Merger that is held by a Continuing Service Provider will be replaced with a Parent RSU on generally the same terms and conditions (other than performance-vesting requirements which will be deemed satisfied at maximum achievement) as applied to each such unvested Company RSU immediately prior to the effective time of the Merger, with respect to the number of shares of Parent common stock, rounded down to the nearest whole share, that is equal to the product of (i) the number of shares of Company Common Stock that were subject to such unvested Company RSU immediately prior to the effective time of the Merger and (ii) the quotient obtained by dividing (x) $17.00 by (y) the VWAP of Parent Stock.

Vested Restricted Stock Units . Each outstanding Company RSU that is vested as of the effective time of the Merger will be cancelled in exchange for the right to receive the Vested RSU Payment. In addition, each Company RSU that is unvested as of the effective time of the Merger held by a Non-Continuing Service Provider will vest (treating for this purpose any performance-based vesting condition to which such Company RSU is subject as having been attained at maximum level) and be cancelled in exchange for the right to receive the Accelerated RSU Payment.

For a more complete description of the treatment of Company Options and Company RSUs, see the section entitled The Merger AgreementTreatment of Pericom Equity Awards beginning on page 68 of this proxy statement.

Treatment of Pericom Employee Stock Purchase Plan (page 69)

Prior to the effective time of the Merger, Pericoms 2010 Employee Stock Purchase Plan, as amended (the ESPP ) will be terminated. The rights of participants in the ESPP with respect to any offering period then underway will be determined by setting a final exercise date prior to the effective time of the Merger and treating such final exercise date as the last day of such shortened offering period. On the final exercise date, the funds credited as of such date under the ESPP within the associated accumulated payroll withholding account for each participant under the ESPP will be used to purchase Company Common Stock in accordance with the terms of the ESPP and holders of such purchased shares of Company Common Stock would be eligible to receive the Merger Consideration.

For a more complete description of the treatment of the ESPP, see the section entitled The Merger AgreementTreatment of Pericoms Employee Stock Purchase Plan beginning on page 69 of this proxy statement.

The Special Meeting (page 19)

The special meeting of Pericom shareholders will be held on , 2015 at . At the special meeting, Pericom shareholders will be asked to vote on the proposal to approve the Merger Agreement, the transactions contemplated thereby, including the Merger, the proposal for the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies in the event that there are not sufficient votes in favor of approval of the Merger Agreement at the time of the special meeting, the non-binding advisory proposal on the compensation to be paid to our named executive officers that is based on or otherwise relates to the Merger and any other business that may properly come before the special meeting and any adjournment(s) or postponement(s).

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement, the documents to which we refer you in this proxy statement and information included in oral statements or other written statements made or to be made by us or on our behalf may include predictions, estimates and other information that may be considered forward- looking statements that do not directly or exclusively relate to historical facts, including, without limitation, statements relating to the completion of the Merger. You can typically identify forward- looking statements by the use of forward-looking words, such as may, should, could, project, believe, anticipate, expect, estimate, continue, potential, plan, forecast and other words of similar import. Shareholders are cautioned that any forward-looking statements are not guarantees of future performance. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially from those anticipated as a result of various factors.

These risks and uncertainties include, but are not limited to factors and matters described or incorporated by reference in this proxy statement and the following factors: (1) the Company may be unable to obtain shareholder approval as required for the Merger; (2) other conditions to the closing of the Merger may not be satisfied; (3) the Merger may involve unexpected costs, liabilities or delays; (4) the business of the Company may suffer as a result of uncertainty surrounding the Merger; (5) the outcome of any legal proceedings related to the Merger; (6) the Company may be adversely affected by other economic, business, and/or competitive factors; (7) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement and, in certain cases, the payment by us of a termination fee of $15 million; (8) risks that the Merger disrupts current plans and operations and the potential difficulties in employee retention as a result of the Merger or diverts managements or employees attention from ongoing business operations; (9) risks that the Merger disrupts Pericoms and Diodes relationships with its customers, suppliers and channel partners or that the Merger does not result in the benefits to the customers, suppliers and channel partners which Pericom and Diodes expect; and (10) other risks to consummation of the Merger, including the risk that the Merger will not be consummated within the expected time period or at all. Additional factors that may affect the future results of the Company are set forth in filings the Company makes with the SEC from time to time, including its Annual Report on Form 10-K for the year ended June 27, 2015, which is available on the SECs website at www.sec.gov.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof. Except as required by applicable law, the Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date thereof.

THE PERICOM SPECIAL MEETING

General

Your proxy is solicited on behalf of the Company Board for use at our special meeting of shareholders to be held on , 2015, at , at 1545 Barber Lane, Milpitas, California 95035, or at any continuation, postponement or adjournment thereof, for the purposes discussed in this proxy statement and in the accompanying Notice of Special Meeting and any business properly brought before the special meeting. Proxies are solicited to give all shareholders of record an opportunity to vote on matters properly presented at the special meeting. Directions to attend the special meeting can be found on our website at www.pericom.com.

Date, Time and Place of the Special Meeting

We will hold the special meeting on , 2015, at , at 1545 Barber Lane, Milpitas, California 95035. On or about , 2015, we commenced mailing this proxy statement and the enclosed form of proxy to our shareholders entitled to vote at our special meeting.

Purpose of the Special Meeting

At the special meeting, we are asking holders of record of the Company Common Stock on , 2015, to consider and vote on the following:

Recommendation of the Company Board

After careful consideration, the Company Board has unanimously determined that the Merger and the other transactions contemplated by the Merger Agreement are fair to and in the best interests of Pericom and its shareholders. After such consideration, the Company Board approved and declared advisable the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement in accordance with the requirements of the CGCL.

Subject to the terms and conditions of the Merger Agreement, the Company Board unanimously recommends that Pericoms shareholders vote FOR the Merger Proposal, FOR the Adjournment Proposal and FOR the Golden Parachute Compensation Proposal. See the section entitled The MergerRecommendation of the Company Board; Our Reasons for the Merger beginning on page 41 of this proxy statement.

Shareholders Entitled to Vote; Record Date

You may vote at the special meeting if you were a record holder of shares of the Company Common Stock at the close of business on , 2015, the Record Date. For each share of the Company Common Stock that you owned on the Record Date, you are entitled to cast one vote on each matter voted upon at the special meeting. As of the Record Date, there were shares of the Company Common Stock outstanding and entitled to vote.

Beneficial owners whose stock is held in street name will receive instructions for voting their shares from their broker, bank or other nominee, rather than from our proxy card.

Quorum and Vote Required

A quorum of shareholders is necessary to hold the special meeting. The required quorum for the transaction of business at the special meeting shall exist when the holders of a majority of the shares of Company Common Stock entitled to vote at the special meeting are represented either in person or by proxy. If a quorum is not present at the special meeting, we expect that the special meeting will be adjourned to solicit additional proxies. Abstentions and broker non-votes, discussed below, count as shares present for establishing a quorum. A broker non-vote occurs when a nominee holding shares for a beneficial owner returns a valid proxy but does not vote on a particular proposal because the nominee does not have discretionary voting authority and has not received instructions from the beneficial owner of the shares. Brokers, banks and other nominees will not have discretionary authority on the Merger Proposal, the Adjournment Proposal or the Golden Parachute Compensation Proposal.

You may vote FOR or AGAINST , or you may ABSTAIN from voting on, the Merger Proposal. Approval of the Merger Agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote at the special meeting. Because the vote on the Merger Proposal is based on the total number of shares outstanding, rather than the number of actual votes cast, abstentions and broker non-votes will have the same effect as voting against the approval of the Merger Proposal.

You may vote FOR or AGAINST , or you may ABSTAIN from voting on, the Adjournment Proposal. The Adjournment Proposal will be approved if a majority of the shares of Company Common Stock, present in person or represented by proxy and entitled to vote on the subject matter, vote in favor of the proposal, whether or not a quorum is present. Broker non-votes do not count as shares that are entitled to vote so they will have no effect on the Adjournment Proposal although abstentions will have the same effect as a vote against that proposal.

You may vote FOR or AGAINST , or you may ABSTAIN from voting on, the Golden Parachute Compensation Proposal. The non-binding, advisory Golden Parachute Compensation Proposal will be approved if a majority of the shares of Company Common Stock, present in person or represented by proxy and entitled to vote on the subject matter, vote in favor of the proposal. Broker non-votes do not count as shares that are entitled to vote so they will have no effect on the Golden Parachute Compensation Proposal, although abstentions will have the same effect as a vote against that proposal.

A list of our shareholders will be available for review for any purpose germane to the special meeting at 1545 Barber Lane, Milpitas, California 95035 during regular business hours for a period of ten days before the special meeting and will also be available at the special meeting.

Shares Owned by Our Directors and Executive Officers

As of the Record Date, our directors and executive officers were entitled to vote approximately shares of Common Stock, or approximately % of our total Common Stock outstanding on that date. These numbers do not give effect to outstanding Stock Options or RSUs, none of which are entitled to vote at the special meeting. Our directors and executive officers have entered into voting agreements obligating them to vote all of their shares of Company Common Stock in favor of the Merger Proposal and any other proposals necessary to consummate the Merger. We currently expect that each of our directors and executive officers will vote their shares in favor of the proposals to be presented at the special meeting.

Voting; Proxies

You may vote in person or by proxy at the special meeting.

Voting in Person

If you plan to attend the special meeting and wish to vote in person, you will be given a ballot at the special meeting. Please note, however, that if your shares are held in street name, which means your shares are held of record by a broker, bank or other nominee, and you wish to vote at the special meeting, you must bring to the special meeting a legal proxy from the record holder of the shares (your broker, bank or nominee) authorizing you to vote at the special meeting.

Voting by Proxy

Whether or not you attend the special meeting, you may submit your proxy by completing, dating, signing and returning the enclosed proxy card by mail. All shares of Company Common Stock represented by properly executed proxies received in time for the special meeting will be voted at the special meeting in the manner specified by the shareholders giving those proxies. Properly executed proxies that do not contain voting instructions will be voted FOR the Merger Proposal, FOR the Adjournment Proposal, and FOR the Golden Parachute Compensation Proposal.

Only shares of Company Common Stock affirmatively voted for the Merger Proposal, the Adjournment Proposal, and the Golden Parachute Compensation Proposal, and properly executed proxies that do not contain voting instructions, will be counted as votes FOR the proposals. Shares of Company Common Stock held by persons who attend the special meeting but abstain from voting in person or by proxy, and shares of Company Common Stock for which we received proxies directing an abstention, will have the same effect as votes AGAINST the Merger Proposal, the Adjournment Proposal and the Golden Parachute Compensation Proposal. Shares of Company Common Stock represented by proxies that reflect a broker non-vote will be counted for purposes of determining whether a quorum exists, and those shares will have the same effect as votes AGAINST the Merger Proposal but, because broker non-votes are not counted as shares entitled to vote, will have no effect on the Adjournment Proposal or the Golden Parachute Compensation Proposal.

Revocation of Proxy

If you are a shareholder of record, you may revoke your proxy, unless noted below, at any time before your proxy is voted at the special meeting by taking any of the following actions:

Written notices of revocation and other communications with respect to the revocation of Pericom proxies should be addressed to:

Pericom Semiconductor Corporation

1545 Barber Lane

Milpitas, CA 95035

Attention: Chi-Hung (John) Hui, Corporate Secretary

If your shares are held in street name, you may change your vote by...


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