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

ALISO VIEJO, Calif, Nov. 18, 2015 – 

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 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.

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