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Pericom Semiconductor: Pericom Receives Revised Acquisition Offer From Diodes

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

with Increased Purchase Price of $17.75 Per Share

Pericom Board of Directors Will Meet Promptly to Evaluate Revised Offer

Pericom Files Investor Presentation Addressing the Most Recent Outright False

and Misleading Statements to Pericom Shareholders by Montage Technology Group

Milpitas, CA November 6, 2015

Pericom Semiconductor Corporation (Pericom or the Company) (NASDAQ: PSEM) today announced that its Board of Directors has received a revised acquisition offer (the Revised Diodes Offer) from Diodes Incorporated (Diodes) (NASDAQ: DIOD) for $17.75 per share in ca sh without interest for an aggregate consideration of approximately $413 million. The new purchase price in the Revised Diodes Offer is an increase from Diodes previously announced $17.00 per share purchase price under the Agreement and Plan of Merger between Diodes and Pericom, dated September 2, 2015 (the Diodes Agreement), and it 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 Pericom Board intends to meet promptly to evaluate the Revised Diodes Offer and will communicate its recommendation to Pericom shareholders as soon as possible.

The Diodes Agreement is backed by a fully-funded credit agreement and term loan from Bank of America, and the transaction is not subject to any regulatory approvals. Pending review and acceptance by the Pericom Board and subject to by approval by Pericom shareholders at Pericoms Special Meeting of Shareholders currently scheduled for November 20, 2015, the transaction is expected to close in the fourth quarter of 2015 (as early as November 24, 2015).

New Investor Presentation

Pericom also announced today that it has filed with the U.S. Securities and Exchange Commission (SEC) a new presentation for Pericom shareholders, which addresses the latest false and misleading statements made by Montage Technology Group Limited (Montage) regarding its unsolicited revised offer to acquire Pericom.

Importantly, the presentation clarifies the fact that despite Montages repeated attempts to portray its financing as fully funded (as it did in a supplemental investor presentation filed on November 5), it is simply not true. In fact, Montage does not even have a commitment for financing sufficient to close a...