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Pericom Semiconductor: Pericom Responds To Preliminary Proxy Materials Filed By Montage Technology Group

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

Pericom Believes Montage Offer Has Significant Financing, Regulatory and Other Risks

Pericom Remains Open to Further Discussions with Montage but Reaffirms Current Support for Merger Agreement with Diodes Incorporated

Milpitas, CA October 16, 2015

Pericom Semiconductor Corporation (Pericom or the Company) (NASDAQ: PSEM) issued the following statement today regarding the preliminary proxy statement filed by Montage Technology Group Limited (Montage) on October 14, 2015 related to Pericoms merger agreement with Diodes Incorporated (the Diodes Agreement):

Since March of t his year, Pericom and its independent financial advisors and outside legal counsel have engaged in good-faith discussions and negotiations with Montage regarding a potential transaction, as described in our preliminary proxy statement filed with the U.S. Securities and Exchange Commission (SEC) on September 17, 2015 and updated on October 13, 2015. During these discussions, we have clearly communicated to Montage our belief that there are financing, regulatory and other risks associated with its offer that make Montages ability to close a transaction uncertain and significantly less likely than closing a transaction with Diodes. The Pericom Board of Directors has a duty to its shareholders to consider the likelihood of completing a transaction in assessing the overall value of an offer, and it currently believes that the additional premium represented by the $18.50 per share price of the Montage offer, as compared to the Diodes transaction, is insufficient to outweigh the significant timing and deal certainty risks for Pericoms shareholders that are associated with the transaction proposed by Montage.

Montage briefly acknowledges certain risks in its preliminary proxy statement; however, it downplays the magnitude of these risks and the potential impact to Pericoms shareholders. Of particular concern is the fact that Montage still has not been able to obtain sufficient financing commitments to close a transaction or demonstrate that there is a reasonable likelihood that it will be able to obtain such commitments in a reasonable timeframe. The one-page financing letters from each of Bank of China Shanghai Pudong Branch and China Electronics Financial Co. Ltd. presented in the revised Montage offer simply fail to provide...


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