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PMC -: Pmc-Sierra Announces Receipt Of

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

Unsolicited Proposal from Microsemi Corporation

Reiterates Commitment to Skyworks Transaction

Announces Intention to Enter into Discussions with Microsemi

SUNNYVALE, Calif., October 30, 2015

PMC-Sierra, Inc. (PMC

) (NASDAQ: PMCS), the semiconductor and software solutions innovator transforming networks that connect, move and store big data, today announced that it has received an unsolicited proposal from Microsemi Corporation (NASDAQ: MSCC) to acquire all of the outstanding shares of PMC common stock, in a cash and stock transaction. Under the terms of Microsemis proposal, PMC stockholders would receive $9.04 in cash and 0.0771 of a share of Microsemi common stock for each share of PMC common stock held at the close of the transaction. Based on the closing stock price of Microsemi common stock on Oct. 29, 2015, the Microsemi proposal was valued at $11.88 per share of PMC common stock.

PMC had previously announced (on October 30, 2015) that it had entered into an amended and restated merger agreement with Skyworks Solutions, Inc. (NASDAQ: SWKS) pursuant to which Skyworks would acquire all of the outstanding shares of PMC common stock for $11.60 per share in an all-cash transaction.

PMCs board of directors is evaluating Microsemis proposal and has not made a determination as to whether the proposal constitutes a Superior Proposal under the terms of PMCs merger agreement with Skyworks. However, PMCs board of directors believes, after consultation with its financial advisors and outside legal counsel, that the Microsemi proposal would reasonably be expected to lead to a Superior Proposal, and that the failure to participate in discussions with Microsemi would reasonably be expected to be inconsistent with the boards fiduciary duties, so it has determined to engage in discussions with Microsemi. There can be no assurances that any definitive agreement or transaction will result from the Microsemi proposal or PMCs discussions with Microsemi.

PMCs board of directors continues to recommend the amended and restated merger agreement with Skyworks to its stockholders. PMCs board of directors is not modifying or withdrawing its recommendation with respect to the amended and restated merger agreement and the merger with Skyworks, or proposing to do so, and is not making any recommendation with respect to the Microsemi proposal.

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Qatalyst Partners LP and Needham & Company, LLC are acting as financial advisors to PMC and Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal advisor.

About PMC

PMC (NASDAQ: PMCS) is the semiconductor and software solutions innovator transforming networks that connect, move and store big data. Building on a track record of technology leadership, PMC is driving innovation across storage, optical and mobile networks. PMCs highly integrated solutions increase performance and enable next-generation services to accelerate the network transformation. For more information, visit www.pmcs.com. Follow PMC on Facebook, Twitter, LinkedIn and RSS.

Additional Information and Where You Can Find It

PMC plans to file with the SEC and mail to our stockholders a proxy statement in connection with the proposed Skyworks transaction. Additionally, PMC may file other relevant materials with the SEC in connection with the proposed Skyworks transaction. The proxy statement and other relevant materials will contain important information about PMC, Skyworks, the proposed transaction, and related matters.

Investors and security holders are urged to read the proxy statement and the other relevant materials with respect to the proposed merger with Skyworks carefully in their entirety when they become available before making any voting or investment decision with respect to the...


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