Actionable news
0
All posts from Actionable news
Actionable news in PMCS: PMC - Sierra, Inc.,

Prospectuses and communications, business combinations

STYLE="font: 10pt Times New Roman, Times, Serif">

Filed by Microsemi Corporation

pursuant to Rule 425 under the Securities Act of 1933 and deemed

filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934

Subject Company: PMC-Sierra Inc.

Commission File No: 000-19084

MICROSEMI FINANCIAL CONTACT: John W. Hohener

Microsemi Corporation Announces Revised Proposal to Acquire PMC-Sierra
for $12.05 per Share in Cash and Stock

, a leading provider of semiconductor solutions differentiated by power, security, reliability and performance, today announced that it has increased its proposal to acquire PMC-Sierra, Inc. (Nasdaq: PMCS) in a cash and stock transaction. Under the terms of Microsemi’s proposal, PMC shareholders would receive $9.22 in cash and 0.0771x of a share of Microsemi common stock for each share of PMC common stock. The implied enterprise value is $2.3 billion, net of PMC’s net cash balance as of Sept. 27, 2015. Based on the closing stock price of Microsemi on Nov. 17, 2015, the transaction is valued at $12.05 per PMC share.

“The board of PMC chose not to recommend to their shareholders our previous proposal, which was $0.17 per share higher than the existing offer from Skyworks,” said James J. Peterson, Microsemi’s chairman and CEO. “Our revised offer delivers even more value to shareholders and we have addressed PMC’s preference in increasing the cash component of our proposal. Because we are not subject to the same uncertainty regarding regulatory approvals, our unique ability to close this transaction represents the best approach to realizing the value of PMC in a timely manner, consistent with the board’s fiduciary responsibility to its shareholders.”

The revised proposal is expected to be immediately accretive to Microsemi’s non-GAAP EPS and free cash flow. Microsemi anticipates achieving more than $100 million in annual cost synergies with greater than $75 million of those to be realized in the first full quarter of combined operations. Microsemi estimates approximately $0.60 of non-GAAP EPS accretion in the first full year after closing the transaction.

About Microsemi

Microsemi Corporation (Nasdaq: MSCC) offers a comprehensive portfolio of semiconductor and system solutions for communications, defense & security, aerospace and industrial markets. Products include high-performance and radiation-hardened analog mixed-signal integrated circuits, FPGAs, SoCs and ASICs; power

management products; timing and synchronization devices and precise time solutions, setting the world's standard for time; voice processing devices; RF solutions; discrete components; security technologies and scalable anti-tamper products; Ethernet solutions; Power-over-Ethernet ICs and midspans; as well as custom design capabilities and services. Microsemi is headquartered in Aliso Viejo, Calif., and has approximately 3,600 employees globally. Learn more at www.microsemi.com .

# # #

Microsemi and the Microsemi logo are registered trademarks or service marks of Microsemi Corporation and/or its affiliates. Third-party trademarks and service marks mentioned herein are the property of their respective owners.

Cautionary Note Concerning Forward-Looking Statements

This release contains forward-looking statements based on current expectations or beliefs, as well as a number of assumptions about future events, and these statements are subject to factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The reader is cautioned not to put undue reliance on these forward-looking statements, which are not a guarantee of future performance and are subject to a number of uncertainties and other factors, many of which are outside the control of Microsemi. The forward-looking statements in this release address a variety of subjects including, for example, statements regarding Microsemi’s offer to acquire PMC-Sierra Inc. (“PMC”), its financing and the expected timing of the proposed transaction, the potential benefits of the...


More