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Microsemi: Executive Vice President And Cfo

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

Phone: (949) 380-6100

MICROSEMI INVESTOR CONTACT:

Robert C. Adams

Vice President of Corporate Development

Microsemi Corporation Announces Revised Proposal to Acquire PMC-Sierra, Inc. for $11.88 Per Share in Cash and Stock

Microsemi Corporation (Nasdaq: MSCC)

, 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 will receive $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. Based on the closing stock price of Microsemi on Oct. 29, 2015, the transaction is valued at $11.88 per PMC share.

“Our revised 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 certainty in terms of closing approval process and timing, and at a higher price than the Skyworks proposal. 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.”

The transaction 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.

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 acquisition (including the potentially accretive and synergistic benefits), Microsemi’s expected future performance (including expected results of operations and...


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