Microsemi's Proposal To Buy PMC-Sierra Deemed 'Superior Proposal' By PMC-Sierra

(RTTNews) - Microsemi Corp. (MSCC) announced that it was informed last night that its reiterated proposal to acquire PMC-Sierra, Inc (PMCS) in a cash and stock transaction constitutes a "Superior Proposal" under the terms of PMC's merger agreement with Skyworks Solutions Inc. (SWKS).

Under the terms of the Microsemi reiterated proposal, PMC shareholders will receive $9.04 in cash and 0.0771x of a share of Microsemi common stock for each share of PMC common stock held at the close of the transaction. The merger agreement submitted by Microsemi on Monday in support of its reiterated proposal is the same in all material respect to the previous merger agreement submitted by Microsemi on October 30, 2015.

However, in support of its intent to consummate the transaction without delay by the end of the calendar year, Microsemi shortened the time to file an Exchange Offer with the Securities and Exchange Commission. Microsemi was informed that the PMC-Sierra board has given written notice to Skyworks of its intent to approve or recommend the Microsemi proposal.

As a result, PMC-Sierra will be entitled to terminate the merger agreement if Skyworks does not make, within three business days following the receipt of the notice, a binding, written and complete proposal that would cause the proposal received from Microsemi to no longer constitute a "Superior Proposal."