Microsemi To Acquire PMC; Deal Valued At Approx. $2.5 Bln - Quick Facts

(RTTNews) - Microsemi Corp. (MSCC) and PMC-Sierra Inc. (PMCS) announced they have entered into a definitive agreement under which Microsemi will acquire PMC in a deal valued at approximately $2.5 billion. Shareholders of Microsemi and PMC will own approximately 85 percent and 15 percent, respectively, of the combined entity post completion of the transaction.

A wholly-owned subsidiary of Microsemi will commence an exchange offer to acquire all of the outstanding shares of PMC common stock for $9.22 in cash and 0.0771 of a share of Microsemi common stock for each share of PMC common stock tendered. The exchange offer is expected to close in the first quarter of calendar 2016.

Microsemi expects the transaction to be immediately accretive to the company's non-GAAP EPS and free cash flow. Microsemi currently estimates approximately $0.60 of non-GAAP EPS accretion in the first full year after closing the transaction.

Microsemi intends to fund the transaction and repay its existing credit facility with existing cash, $2.7 billion in new transaction debt and $0.6 billion in Microsemi common stock.