Actionable news
0
All posts from Actionable news
Actionable news in PSEM: Pericom Semiconductor Corporation,

Additional definitive proxy soliciting materials filed by non-management and Rule 14(a)(12) material

BGCOLOR="WHITE">

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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

Check the appropriate box:

PERICOM SEMICONDUCTOR CORPORATION

(Name of Registrant as Specified in its Charter)

MONTAGE TECHNOLOGY GROUP LIMITED

PORSCHE ACQUISITION SUB, INC.

HOWARD YANG

STEPHEN TAI

MARK VOLL

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

Payment of Filing Fee (Check the appropriate box):

On November 4, 2015, representatives of Montage Technology Group Limited (Montage) and Porsche Acquisition Sub, Inc., submitted to representatives of Institutional Shareholder Services, Inc. (ISS) a slide presentation entitled Montages Proposal to Acquire Pericom Semiconductor Corporation: Materials for Consideration . Montage has also commenced mailing the ISS presentation to Pericom Semiconductor Corporation shareholders. The ISS presentation is as follows:

Montage’s Proposal to Acquire Pericom Semiconductor Corporation: Materials for Consideration November 2015

Montage’s Proposal to Acquire Pericom Semiconductor Binding offer to acquire all outstanding shares of Pericom Semiconductor Corporation (“Pericom”) for $18.50/sh in cash, in a transaction valued at ~$430 million Highly attractive premium of ~52% to the unaffected closing price on Sept 2, 2015 Represents a 9% premium to the $17.00/sh offer proposed by Diodes Incorporated (“Diodes”) Signed copies of the merger agreement delivered to Pericom are on substantially the same terms as the Diodes agreements Willing to pay for the Diodes break-up fee of $15 million Offering an increased reverse break-up fee of $43 million Reverse break-up fee to be escrowed at Citibank in New York as collateral and security Proposal Summary Fully Committed Financing Montage has received signed commitment letters from the Bank of China and from China Electronics Corporation (“CEC”) Bank of China is China’s most internationalized and diversified bank with $2.5 trillion in assets and a major source of financing to Chinese outbound M&A CEC is one of the largest electronic companies in China with ~$33 billion in ’14 revenue and ~$38 billion in total assets at Dec 31, 2014, and was the principal source of financing for PDSTI’s acquisition of Montage Clear Regulatory Approval Outlook Montage does not anticipate any barriers to closing based on regulatory clearances Montage will not condition its offer on any regulatory closing conditions, and has removed closing conditions relating to antitrust, Taiwan and CFIUS Will agree to “hell or high water” obligation to obtain any required government regulatory clearance Increased reverse break-up fee of $43 million payable if Montage fails to obtain required regulatory approval or fails to obtain financing Reverse break-up fee to be escrowed at Citibank in New York as collateral and security

Comparison of Acquisition Terms $17.00 per share in cash 39.6% premium to the unaffected closing price on Sept 2, 2015 Offer Price to Shareholders $18.50 per share in cash 51.9% premium to the unaffected closing price on Sept 2, 2015 8.8% premium to offer proposed by Diodes Reverse Break-Up Fee Increased reverse break-up fee of $43 million Payable if regulatory authorities block the deal or Montage fails to obtain financing To be escrowed at Citibank in New York as collateral and security for the payment No reverse break-up fee Regulatory Approvals “Hell or high water” obligation to overcome any objection by regulatory authorities in China, Taiwan and the United States Montage has removed closing conditions on antitrust, Taiwan and CFIUS regulatory approvals No financial obligation in case of not obtaining legal approvals in China, Taiwan and the United States Merger Agreement Terms Substantially similar to the terms of the Diodes merger agreement, other than the higher offer price from Montage Montage to pay the Diodes’ break-up fee of $15 million Substantially similar to the terms of the Montage merger agreement, other than the offer price

Situation Overview Since Montage commenced strategic dialog with Pericom in March 2015, Montage and its advisors have committed a significant amount of time and resources towards performing due diligence and negotiating a merger agreement with Pericom Montage was disappointed to learn on September 2, 2015, that Pericom had agreed to be acquired by Diodes at $17.00 per share, a price that is a full $1.00 per share lower than what Montage had offered at the time Since then, Montage has raised its binding offer to $18.50 per share, a full $1.50 per share and 9% higher than Diodes’ offer. Montage also made multiple improvements to the merger agreement, resulting in a proposal that Montage believes is a Superior Proposal when compared to the agreement with Diodes Even though Montage more than adequately...


More