PMC-Sierra reiterates commitment to Skyworks deal

Semiconductor vendor says latest proposal from Microsemi Corp is not superior

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PMC-Sierra reiterates commitment to Skyworks deal Skyworks Solutions Inc has trumped rival Microsemi with a $2.27bn bid to buy PMC-Sierra.
By  Manda Banda Published  November 8, 2015

PMC-Sierra Inc, a semiconductor vendor, has announced that its board of directors unanimously determined, after receiving the advice of its financial advisors and outside legal counsel, that the latest proposal received from Microsemi Corporation to acquire all of the outstanding shares of PMC common stock is not superior to PMC's existing agreement with Skyworks Solutions Inc.

According to the company, the Board believes that the mixed stock/cash consideration proposed by Microsemi does not provide superior value compared to the all-cash $11.60 transaction with Skyworks.

On October 30, 2015, PMC announced that its board of directors determined, after consultation with its financial advisors and outside legal counsel, that the Microsemi proposal would reasonably be expected to lead to a superior proposal, however, PMC's board of directors did not believe that Microsemi's proposal provided superior value to PMC shareholders, and at the direction of PMC's board of directors, PMC's financial advisors requested Microsemi to improve its price and to provide its best and final offer.

However, Microsemi has not been willing to offer any further increase in the price offered, and for the reasons set forth above, at this time PMC's board is unable to conclude that Microsemi's proposal constitutes a superior proposal as required under PMC's existing Skyworks merger agreement.

Under the terms of Microsemi's proposal, PMC stockholders would receive $9.04 in cash and 0.0771 of a share of Microsemi common stock for each share of PMC common stock held at the close of the transaction. Based on the closing stock price of Microsemi common stock on Oct. 30, 2015, the Microsemi proposal was valued at $11.82 per share of PMC common stock.

The company said in a statement that PMC's board of directors continues to recommend the amended and restated merger agreement with Skyworks to its stockholders.

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