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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 Corporation Reiterates its Superior $11.88 Per Share Cash and Stock
Bid for PMC-Sierra, Inc.

, a leading provider of semiconductor solutions differentiated by power, security, reliability and performance, today announced it is disappointed the PMC-Sierra board of directors has chosen not to deem its $11.88 per share bid a Superior Proposal. Microsemi’s acquisition proposal would provide PMC shareholders $9.04 in cash and 0.0771x of a Microsemi common share for each PMC common share held at the close of the transaction. The implied enterprise value is $2.3 billion, net of PMC’s net cash balance as of Sept. 27, 2015.

A PMC-Sierra press release issued yesterday suggested the stock portion of Microsemi’s bid was the reason its proposal was not deemed to be a Superior Proposal by PMC’s board. Microsemi highlights that less than one-quarter of its merger consideration is in the form of stock. Since its Oct. 19 press release and conference call discussing Microsemi’s interest to acquire PMC, Microsemi has been transparent with its shareholders regarding the strategic and financial benefits of the transaction as well as the nature and structure of the financing. The current trading price of Microsemi’s shares reflects the market’s understanding of and appreciation for the merits of a combination of Microsemi with PMC.

In response to the PMC board’s position with respect to the stock portion of the merger consideration, contemplated in Microsemi’s acquisition proposal, the company notes the following:

With respect to timing and deal certainty, Microsemi believes its proposal is clearly more attractive than the alternative with Skyworks:

“We reiterate our proposal offers superior value to PMC’s shareholders, and Microsemi is uniquely positioned to realize significant synergies,” said James J. Peterson, Microsemi’s chairman and CEO. “Our offer is more strategic, offers more speed and certainty in terms of the closing approval process, and delivers a higher per share price than the Skyworks offer. Shareholders receive cash now as well as the opportunity to participate in the significant upside potential of a global analog and mixed-signal leader with a highly diversified platform for growth and profitability. While the PMC board has chosen to determine that our proposal is not superior, we hope that the PMC shareholders will express their concern over this decision as well as the board’s decision to raise the break-up fee with Skyworks by more than 26 percent, a move which is clearly not in the shareholders’ best interest.”

Microsemi looks forward to updating shareholders on Thursday, Nov. 5, 2015 at 4:45 p.m. EST with its quarterly earnings call where it will report on the company’s fiscal 2015 fourth quarter, its fiscal 2015 full year results, and its outlook for its fiscal 2016 first quarter.

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.

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...


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