PMCS (MM)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE TO

(RULE 14D-100)

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

 

 

PMC-SIERRA, INC.

(Names of Subject Company)

 

LOIS ACQUISITION CORP.

(Offeror)

 

MICROSEMI CORPORATION

(Parent of Offeror)

(Names of Filing Persons)

 

 

COMMON STOCK, $0.001 PAR VALUE

(Title of Class of Securities)

69344F106

(CUSIP Number of Class of Securities)

 

John W. Hohener

Executive Vice President, Chief Financial Officer, Secretary and Treasurer

Microsemi Corporation

One Enterprise

Aliso Viejo, California 92656

(949) 380-6100
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

 

 

with copies to:

 

Warren T. Lazarow, Esq.

Steven Tonsfeldt, Esq.

Paul Scrivano, Esq.

O’Melveny & Myers LLP

2765 Sand Hill Road

Menlo Park, CA 94025-7019

(650) 473-2600

 

CALCULATION OF FILING FEE

 

Transaction Valuation*			Amount of Filing Fee**
$2,575,997,159.36			$259,402.91

 

*

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 0-11 of the Securities Exchange Act of 1934, as amended, based on the product of (i) $11.68, the average of the high and low sales prices per share of PMC-Sierra common stock on December  14, 2015, as reported by Nasdaq, and (ii) 220,547,702, the estimated number of shares of PMC-Sierra common stock to be exchanged in the transaction.

 

**

The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals 0.0001007 multiplied by the estimated transaction valuation.

 

x

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:  $61,859.10	Filing Party:  Microsemi Corporation
Form or Registration No.:  Form S-4	Date Filed:  December 16, 2015

 

¨

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates:

þ

third-party tender offer subject to Rule 14d-1.

¨

issuer tender offer subject to Rule 13e-4.

¨

going-private transaction subject to Rule 13e-3.

¨

amendment to Schedule 13D under Rule 13d-2.

 

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

 

 

 

This Tender Offer Statement on Schedule TO is filed by Microsemi Corporation (“Microsemi”), a Delaware corporation, and Lois Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Microsemi (the “Offeror”). This Schedule TO relates to the offer by the Offeror to exchange for each outstanding share of common stock, $0.001 par value per share, of PMC-Sierra, Inc. (“PMC”), a Delaware corporation, (a) $9.22 in cash, without interest and less any applicable withholding taxes, and (b) 0.0771 shares of Microsemi common stock, par value $0.20 per share, plus cash in lieu of any fractional shares of Microsemi common stock, without interest and less any applicable withholding taxes (together, the “transaction consideration”) (collectively, subject to the terms and conditions set forth in the Prospectus/Offer to Exchange and the related Letter of Transmittal, and together with any amendments or supplements thereto, the “Offer”).

 

Microsemi has filed with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 on December 16, 2015, relating to the Offer and sale of shares of Microsemi common stock to be issued to holders of shares of PMC common stock validly tendered into the Offer and not properly withdrawn (the “Registration Statement”). The terms and conditions of the Offer are set forth in the Prospectus/Offer to Exchange, which is a part of the Registration Statement and filed as Exhibit (a)(4) hereto (the “Prospectus/Offer to Exchange”), and the related letter of transmittal, which is filed as Exhibit (a)(1)(A) hereto (the “Letter of Transmittal”). Pursuant to General Instruction F to Schedule TO, the information contained in the Prospectus/Offer to Exchange and the Letter of Transmittal, including any prospectus supplement or other supplement thereto related to the Offer hereafter filed with the SEC by Microsemi or the Offeror, is hereby expressly incorporated into this Schedule TO by reference in response to items 1 through 11 of this Schedule TO and is supplemented by the information specifically provided for in this Schedule TO.

 

Item 1.   Summary Term Sheet.

 

The information set forth in the sections of the Prospectus/Offer to Exchange entitled “Summary” and “Questions and Answers About The Offer” is incorporated into this Schedule TO by reference.

 

Item 2.   Subject Company Information.

 

(a)          The subject company of the Offer is PMC-Sierra, Inc., a Delaware corporation. The address and telephone number of PMC’s principal executive offices is 1380 Bordeaux Drive, Sunnyvale, California 94089, (408) 239-8000.

 

(b)          As of December 4, 2015, there were 202,774,758 shares of PMC common stock, $0.001 par value per share, issued and outstanding.

 

(c)          The information set forth in the sections of the Prospectus/Offer to Exchange entitled “Comparative Market Price and Dividend Matters” is incorporated into this Schedule TO by reference.

 

Item 3.   Identity and Background of Filing Person.

 

The information set forth in the sections of the Prospectus/Offer to Exchange entitled “The Companies — Microsemi” and “The Companies — Offeror” and Annex D of the Prospectus/Offer to Exchange entitled “Directors and Executive Officers of Microsemi and the Offeror” is incorporated into this Schedule TO by reference.

 

Item 4.   Terms of the Transaction.

 

The information set forth in the Prospectus/Offer to Exchange is incorporated into this Schedule TO by reference, including the sections of the Prospectus/Offer to Exchange entitled “The Offer and the Merger” (including “The Offer and the Merger—Accounting Treatment”), “Exchange Offer Procedures,” “Merger Agreement,” “U.S. Federal Income Tax Consequences” and “Comparison of Stockholders’ Rights,” as well as Annex A of the Prospectus/Offer to Exchange, and the information set forth in the Letter of Transmittal is incorporated into this Schedule TO by reference, including the section of the Letter of Transmittal entitled “Instructions Forming Part of the Terms and Conditions of the Offer.”

 

 

Item 5.   Past Contacts, Transactions, Negotiations and Agreements.

 

The information set forth in the sections of the Prospectus/Offer to Exchange entitled “The Companies,” “The Offer and the Merger — Background of the Offer and the Merger,” “The Offer and the Merger — Microsemi’s Reasons for the Offer and the Merger,” “The Offer and the Merger — PMC’s Reasons for the Offer and the Merger; Recommendation of PMC’s Board of Directors,” “The Offer and the Merger — Interests of Certain Persons in the Offer and the Merger,” “The Offer and the Merger — Certain Relationships with PMC,” and “Merger Agreement” is incorporated into this Schedule TO by reference.

 

Item 6.   Purposes of the Transaction and Plans or Proposals.

 

The information set forth in the sections of the Prospectus/Offer to Exchange entitled “Questions and Answers About the Offer— Why is Microsemi proposing the Offer and the Merger?,” “The Offer and the Merger — Background of the Offer and the Merger,” “The Offer and the Merger — Microsemi’s Reasons for the Transactions,” “The Offer and the Merger — Plans for PMC,” and “Merger Agreement” is incorporated into this Schedule TO by reference.

 

Item 7.   Source and Amount of Funds or Other Consideration.

 

The information set forth in the section of the Prospectus/Offer to Exchange entitled “The Offer and the Merger — Source and Amount of Funds” is incorporated into this Schedule TO by reference.

 

Item 8.   Interest in Securities of the Subject Company.

 

The information set forth in the sections of the Prospectus/Offer to Exchange entitled “The Offer and the Merger — Certain Relationships with PMC” is incorporated into this Schedule TO by reference.

 

Item 9.   Persons/Assets Retained, Employed, Compensated or Used.

 

The information set forth in the section of the Prospectus/Offer to Exchange entitled “Exchange Offer Procedures — Fees and Expenses” is incorporated into this Schedule TO by reference.

 

Item 10. Financial Statements.

 

The information set forth in the sections of the Prospectus entitled “Selected Historical Consolidated Financial Data of Microsemi,” “Selected Historical Consolidated Financial Data of PMC,” “Selected Unaudited Pro Forma Combined Financial Data,” “Unaudited Pro Forma Combined Financial Data” and “Where to Obtain Additional Information” is incorporated into this Schedule TO by reference.

 

Item 11. Additional Information.

 

The information set forth in the Prospectus/Offer to Exchange and the Letter of Transmittal is incorporated into this Schedule TO by reference.

 

Item 12. Exhibits.

 

Exhibit No.		Description
(a)(1)(A)		Form of Letter of Transmittal (incorporated by reference to Exhibit 99.3 to Microsemi Corporation’s Registration Statement on Form S-4 filed on December 16, 2015).
(a)(1)(B)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.4 to Microsemi Corporation’s Registration Statement on Form S-4 filed on December 16, 2015).

 

  

Exhibit No.		Description
(a)(1)(C)		Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.5 to Microsemi Corporation’s Registration Statement on Form S-4 filed on December 16, 2015).
(a)(4)		Prospectus/Offer to Exchange (incorporated by reference to Microsemi Corporation’s Registration Statement on Form S-4 filed on December 16, 2015).
(a)(5)(A)		Press Release issued by Microsemi Corporation, dated October 19, 2015, announcing its  proposal to acquire all of the outstanding shares of PMC-Sierra common stock (incorporated by reference to Exhibit 99.1 to the Form 8-K filed by Microsemi Corporation on October 19, 2015).
(a)(5)(B)		Investor Presentation, dated October 19, 2015, distributed in connection with Microsemi Corporation’s analyst and investor conference call (incorporated by reference to Exhibit 99.1 to the Form 8-K filed by Microsemi Corporation on October 19, 2015).
(a)(5)(C)		Transcript of Microsemi Corporation’s analyst and investor conference call held on October 19, 2015 (incorporated by reference to Microsemi Corporation’s filing pursuant to Rule 425 on October 19, 2015).
(a)(5)(D)		Press Release issued by Microsemi Corporation, dated October 30, 2015, announcing its increased  proposal to acquire all of the outstanding shares of PMC-Sierra common stock (incorporated by reference to Exhibit 99.1 to the Form 8-K filed by Microsemi Corporation on October 30, 2015).
(a)(5)(E)		Press Release issued by Microsemi Corporation, dated November 2, 2015, reiterating its increased proposal to acquire all of the outstanding shares of PMC-Sierra common stock (incorporated by reference to Microsemi Corporation’s filing pursuant to Rule 425 on November 3, 2015).
(a)(5)(F)		Press Release issued by Microsemi Corporation, dated November 10, 2015, announcing that its proposal to acquire all of the outstanding shares of PMC-Sierra common stock had been deemed superior by the PMC-Sierra, Inc. board of directors (incorporated by reference to Microsemi Corporation’s filing pursuant to Rule 425 on November 10, 2015).
(a)(5)(G)		Press Release issued by Microsemi Corporation, dated November 18, 2015, announcing its further increased proposal to acquire all of the outstanding shares of PMC-Sierra common stock (incorporated by reference to Microsemi Corporation’s filing pursuant to Rule 425 on November 18, 2015).
(a)(5)(H)		Joint Press Release issued by Microsemi Corporation and PMC-Sierra, Inc., dated November 24, 2015, announcing execution of definitive agreement (incorporated by reference to Exhibit 99.1 to the Form 8-K filed by Microsemi Corporation on November 25, 2015).
(a)(5)(I)		Slide presentation entitled “PMC-Sierra Welcome Meeting” (incorporated by reference to Microsemi Corporation’s filing pursuant to Rule 425 on November 30, 2015).
(a)(5)(J)		Press Release issued by Microsemi Corporation, dated December 16, 2015, announcing commencement of the exchange offer (filed herewith).
(b)(1)		Commitment Letter, dated November 17, 2015, between Morgan Stanley Senior Funding, Inc. and Microsemi Corporation (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by Microsemi Corporation on November 25, 2015).
(b)(2)		Joinder Agreement, dated November 5, 2015, by and among Morgan Stanley Senior Funding, Inc., The Bank of Tokyo-Mitsubishi UFJ, Ltd., Deutsche Bank Securities Inc., Deutsche Bank AG New York Branch and Microsemi Corporation (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by Microsemi Corporation on November 25, 2015).
(d)(1)		Agreement and Plan of Merger, dated as of November 24, 2015, by and among PMC-Sierra, Inc., Microsemi Corporation and Lois Acquisition Corp. (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by Microsemi Corporation on November 25, 2015).
(d)(2)		Confidentiality Agreement, dated October 30, 2015, by and between Microsemi Corporation and PMC-Sierra, Inc. (filed herewith).

 

  

Item 13.

Information Required by Schedule 13E-3.

 

Not applicable.

 

 

SIGNATURES

 

After due inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 16, 2015

 

	LOIS ACQUISITION CORP
	By:	/s/ Steven G. Litchfield
		Name: Steven G. Litchfield
		Title: President & Chief Executive Officer
	MICROSEMI CORPORATION
	By:	/s/ James J. Peterson
		Name: James J. Peterson
		Title: Chairman of the Board & Chief Executive Officer

 

 

EXHIBIT INDEX

 

Exhibit No.		Description
(a)(1)(A)		Form of Letter of Transmittal (incorporated by reference to Exhibit 99.3 to Microsemi Corporation’s Registration Statement on Form S-4 filed on December 16, 2015).
(a)(1)(B)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.4 to Microsemi Corporation’s Registration Statement on Form S-4 filed on December 16, 2015).
(a)(1)(C)		Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.5 to Microsemi Corporation’s Registration Statement on Form S-4 filed on December 16, 2015).
(a)(4)		Prospectus/Offer to Exchange (incorporated by reference to Microsemi Corporation’s Registration Statement on Form S-4 filed on December 16, 2015).
(a)(5)(A)		Press Release issued by Microsemi Corporation, dated October 19, 2015, announcing its  proposal to acquire all of the outstanding shares of PMC-Sierra common stock (incorporated by reference to Exhibit 99.1 to the Form 8-K filed by Microsemi Corporation on October 19, 2015).
(a)(5)(B)		Investor Presentation, dated October 19, 2015, distributed in connection with Microsemi Corporation’s analyst and investor conference call (incorporated by reference to Exhibit 99.1 to the Form 8-K filed by Microsemi Corporation on October 19, 2015).
(a)(5)(C)		Transcript of Microsemi Corporation’s analyst and investor conference call held on October 19, 2015 (incorporated by reference to Microsemi Corporation’s filing pursuant to Rule 425 on October 19, 2015).
(a)(5)(D)		Press Release issued by Microsemi Corporation, dated October 30, 2015, announcing its increased  proposal to acquire all of the outstanding shares of PMC-Sierra common stock (incorporated by reference to Exhibit 99.1 to the Form 8-K filed by Microsemi Corporation on October 30, 2015).
(a)(5)(E)		Press Release issued by Microsemi Corporation, dated November 2, 2015, reiterating its increased  proposal to acquire all of the outstanding shares of PMC-Sierra common stock (incorporated by reference to Microsemi Corporation’s filing pursuant to Rule 425 on November 3, 2015).
(a)(5)(F)		Press Release issued by Microsemi Corporation, dated November 10, 2015, announcing that its  proposal to acquire all of the outstanding shares of PMC-Sierra common stock had been deemed superior by the PMC-Sierra, Inc. board of directors (incorporated by reference to Microsemi Corporation’s filing pursuant to Rule 425 on November 10, 2015).
(a)(5)(G)		Press Release issued by Microsemi Corporation, dated November 18, 2015, announcing its further increased  proposal to acquire all of the outstanding shares of PMC-Sierra common stock (incorporated by reference to Microsemi Corporation’s filing pursuant to Rule 425 on November 18, 2015).
(a)(5)(H)		Joint Press Release issued by Microsemi Corporation and PMC-Sierra, Inc., dated November 24, 2015, announcing execution of definitive agreement (incorporated by reference to Exhibit 99.1 to the Form 8-K filed by Microsemi Corporation on November 25, 2015).
(a)(5)(I)		Slide presentation entitled “PMC-Sierra Welcome Meeting” (incorporated by reference to Microsemi Corporation’s filing pursuant to Rule 425 on November 30, 2015).
(a)(5)(J)		Press Release issued by Microsemi Corporation, dated December 16, 2015, announcing commencement of the exchange offer (filed herewith).
(b)(1)		Commitment Letter, dated November 17, 2015, between Morgan Stanley Senior Funding, Inc. and Microsemi Corporation (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by Microsemi Corporation on November 25, 2015).

 

  

(b)(2)		Joinder Agreement, dated November 5, 2015, by and among Morgan Stanley Senior Funding, Inc., The Bank of Tokyo-Mitsubishi UFJ, Ltd., Deutsche Bank Securities Inc., Deutsche Bank AG New York Branch and Microsemi Corporation (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by Microsemi Corporation on November 25, 2015).
(d)(1)		Agreement and Plan of Merger, dated as of November 24, 2015, by and among PMC-Sierra, Inc., Microsemi Corporation and Lois Acquisition Corp. (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by Microsemi Corporation on November 25, 2015).
(d)(2)		Confidentiality Agreement, dated October 30, 2015, by and between Microsemi Corporation and PMC-Sierra, Inc. (filed herewith).

 

 

Exhibit (a)(5)(J)

 

MICROSEMI FINANCIAL CONTACT: John W. Hohener Executive Vice President and CFO Phone: (949) 380-6100   MICROSEMI INVESTOR CONTACT: Robert C. Adams Vice President of Corporate Development Phone: (949) 380-6100

 

Microsemi Corporation Commences Exchange Offer to Acquire PMC-Sierra, Inc.

 

ALISO VIEJO, Calif. ―Dec. 16, 2015―Microsemi Corporation (Nasdaq: MSCC), a leading provider of semiconductor solutions differentiated by power, security, reliability and performance, today announced that it commenced an exchange offer (the “Offer”) for all of the outstanding shares of PMC-Sierra, Inc. (PMC®) (Nasdaq: PMCS), a semiconductor and software solutions leader in storage, optical and mobile networks, through a wholly-owned subsidiary of Microsemi, pursuant to their previously announced merger agreement, dated November 24, 2015. Subject to the terms and conditions of the Offer, PMC-Sierra stockholders who validly tender their shares in the Offer will receive $9.22 in cash and 0.0771 of a share of Microsemi common stock for each share of PMC common stock.

 

The Offer is scheduled to expire at 12:00 midnight, New York City time, at the end of January 14, 2016, unless earlier extended or terminated. The terms and conditions of the Offer are described in the exchange offer documents, which will be mailed to PMC stockholders and filed with the Securities and Exchange Commission (“SEC”).

 

Upon satisfaction of the conditions to the Offer, and after the shares tendered in the Offer are accepted for payment, Microsemi and PMC intend, as promptly as practicable, to effect a merger pursuant to Section 251(h) of the Delaware General Corporation Law, which would not require a vote of PMC’s stockholders, and which would result in each outstanding share of PMC common stock not tendered in the Offer (other than shares held by PMC in treasury, by Microsemi or its subsidiaries or by PMC stockholders who have validly exercised their appraisal rights under Delaware law) being converted into the right to receive $9.22 in cash and 0.0771 of a share of Microsemi common stock. The Offer is subject to customary conditions, including the tender of a number of shares of PMC common stock that together with any shares already held by Microsemi, equal to at least a majority of the outstanding shares of PMC’s common stock and certain regulatory clearances, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. No approval of the stockholders of Microsemi is required in connection with the proposed transaction. The board of directors of PMC recommends that PMC stockholders accept the Offer and tender their shares of PMC common stock to Microsemi pursuant to the Offer.

 

In connection with the Offer, Microsemi will file today a registration statement on Form S-4 including a prospectus/offer to exchange and certain ancillary documentation that will be mailed to PMC stockholders and a tender offer statement on Schedule TO with the SEC and PMC-Sierra will file a solicitation/recommendation statement on Schedule 14D-9 that will also be mailed to PMC stockholders. These documents contain important information about the Offer that should be read carefully before any decision is made with respect to the Offer.

 

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. For more information, visit www.microsemi.com.

 

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

Certain statements made herein, including, for example, information regarding the proposed transaction between Microsemi and PMC and the expected timetable for completing the transaction are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1965, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements reflect the current analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised in relying on forward-looking statements. Due to known and unknown risks, our actual results may differ materially from our expectations or projections.

 

The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the outcome of any legal proceedings that could be instituted against PMC or its directors or Microsemi related to the merger agreement; the possibility that various conditions to the consummation of the Microsemi exchange offer and merger may not be satisfied or waived, including the receipt of all regulatory clearances related to the merger; the failure of Microsemi to obtain the necessary financing pursuant to the arrangements set forth in the debt commitment letters delivered pursuant to the merger agreement or otherwise; uncertainty as to how many shares of PMC common stock will be tendered into the Microsemi exchange offer; the risk that the Microsemi exchange offer and merger will not close within the anticipated time periods; risks related to the ultimate outcome and results of integrating the operations of Microsemi and PMC, the ultimate outcome of Microsemi’s operating strategy applied to PMC and the ultimate ability to realize synergies; the effects of the business combination on Microsemi and PMC, including on the combined company’s future financial condition, operating results, strategy and plans; risks that the proposed transaction disrupts current plans and operations, and potential difficulties in employee retention as a result of the merger; risks related to Microsemi’s ability to successfully implement its acquisition strategy or integrate other acquired companies; uncertainty as to the future profitability of businesses acquired by Microsemi, and delays in the realization of, or the failure to realize, any accretion from acquisition transactions by Microsemi; risks related to Microsemi’s reliance on government contracts for a significant portion of its sales, including impacts of any termination or renegotiation of such contracts, uncertainties of governmental appropriations and national defense policies and priorities and effects of any past or future government shutdowns; the risk of downturns in the highly cyclical semiconductor industry; the effects of local and national economic, credit and capital market conditions on the economy in general, and other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to time in our other reports and other public filings with the U.S. Securities and Exchange Commission (“SEC”), including, but not limited to, those detailed in PMC’s Annual Report on Form 10-K for the year ended December 27, 2014 and PMC’s most recent quarterly report filed with the SEC, and Microsemi’s Annual Report on Form 10-K for the year ended September 27, 2015 filed with the SEC. The forward-looking

 

  

statements contained herein are made only as of the date hereof, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

 

Additional Information and Where to Find It

 

This document relates to a pending business combination transaction between Microsemi and PMC. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Microsemi will today file a registration statement on Form S-4 related to the transaction with the SEC and may file amendments thereto. Microsemi and a wholly-owned subsidiary of Microsemi will file today a tender offer statement on Schedule TO (including a prospectus/offer to exchange, a related letter of transmittal and other exchange offer documents) related to the transaction with the SEC and may file amendments thereto. PMC will file a recommendation statement on Schedule 14D-9 with the SEC and may file amendments thereto. PMC and Microsemi may also file other documents with the SEC regarding the transaction. This document is not a substitute for any registration statement, Schedule TO, Schedule 14D-9 or any other document which PMC or Microsemi may file with the SEC in connection with the transaction. Investors and security holders are urged to read the registration statement, the Schedule TO (including the prospectus/offer to exchange, related letter of transmittal and other exchange offer documents), the recommendation statement on Schedule 14D-9 and the other relevant materials with respect to the transaction carefully and in their entirety before making any investment decision with respect to the transaction, because they will contain important information about the transaction.

 

Such materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC’s Web site: www.sec.gov. In addition, PMC’s stockholders will be able to obtain free copies of such materials by contacting D.F. King & Co., Inc., the information agent, by phone toll-free at (800) 467-0821 or by email at infoagent@dfking.com.

 

Sources: Microsemi Corporation.

 

 

Exhibit (d)(2)

 

CONFIDENTIAL

 

October 30, 2015

 

VIA E-MAIL: dgoren@microsemi.com

 

David Goren

Senior Vice President Business Affairs, Legal and Compliance

Microsemi Corporation

One Enterprise

Aliso Viejo, CA 92656

 

Re:

Evaluation of potential transaction

 

Dear Dave:

 

Microsemi Corporation (“you”) have requested certain information relating to PMC-Sierra, Inc. (the “Company) and its subsidiaries in connection with your consideration of a possible consensually negotiated transaction with the Company (the “Transaction”). You acknowledge that this information is proprietary to the Company and its subsidiaries and may include trade secrets or other business information the disclosure of which could harm the Company and its subsidiaries.

 

In consideration for, and as a condition of, such information being made available to you and your Representatives (as defined below), you and your Representatives agree to treat, or cause to be treated, any and all information concerning the Company or any of its subsidiaries obtained by you or your Representatives (regardless of whether obtained before, on or after the date of this letter agreement (this “Agreement”) and regardless of the manner or form in which it is obtained, including, without limitation, all written, oral and electronic communications and all information posted in any electronic dataroom), together with any notes, analyses, reports, models, compilations, studies, interpretations, documents or records containing, referring, relating to, based upon or derived from such information, in whole or in part (collectively, the “Evaluation Material”), in accordance with the provisions of this Agreement, and to take or abstain from taking the other actions hereinafter set forth. For purposes of this Agreement, the term “Evaluation Material” does not include information that you can show by competent proof (i) is or becomes generally available to the public other than as a result of a direct or indirect disclosure by you or your Representatives in breach or threatened breach of the terms of this Agreement, (ii) was within your possession prior to the date of this Agreement, (iii) was independently developed by you without the aid, application or use of the Evaluation Material or breaching this Agreement, or (iv) is received by you or your Representatives from a source other than the Company or any of its Representatives; provided that, in the case of clauses (ii) and (iv) above, the source of such information was not the Company or any of its Representatives or, to your knowledge, bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Company, any of its subsidiaries or any other person with respect to such information.

 

 

Microsemi Corporation

October 30, 2015

Page 2 of 9

 

For purposes of this Agreement, the term “Representative” with respect to you shall mean your and your subsidiaries’ (i) directors, officers and employees and (ii) agents, representatives and advisors, which may include attorneys, accountants, consultants and representatives of such advisors. For the avoidance of doubt, the term Representative as applied to you does not include potential financing sources (including equity, debt, hybrid or Derivative Security (as defined below) investors) in connection with any Transaction, unless approved in advance in writing by the Company’s Office of the General Counsel. For purposes of this Agreement, the term “Representative” with respect to the Company shall mean the Company’s and its subsidiaries’ directors, officers, employees, agents, representatives and advisors, which may include attorneys, accountants, consultants and representatives of such advisors. For purposes of this Agreement, the term “person” shall be broadly interpreted to include the media and any corporation, partnership, company, limited liability company, trust, association, joint venture, government or self-regulatory agency or body, group (as such term is used in Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), individual or other entity. For purposes of this Agreement, the term “affiliate” shall have the meaning ascribed to such term in Rule 12b-2 under the Exchange Act.

 

1.         You hereby agree that you and your Representatives will (i) use the Evaluation Material solely for the purpose of evaluating the Transaction and not for any competitive, commercial, litigation or other means or purpose, (ii) keep the Evaluation Material confidential and (iii) not disclose any of the Evaluation Material in any manner whatsoever without the prior written consent of the Company; provided, however that you may disclose Evaluation Material only to your Representatives (a) who need to know particular Evaluation Material for the sole purpose of evaluating the Transaction, (b) who are informed by you in advance of the confidential nature of such information and (c) who are provided with a copy of this Agreement and directed by you to treat such information confidentially and subject to the same obligations as are applicable to you in respect of such information. You will be responsible for any breach or threatened breach of this Agreement by any of your Representatives and you agree to take all reasonable measures (including, but not limited to, court proceedings) to restrain your Representatives from disclosure or improper use of the Evaluation Material or from breaching or threatening to breach any other provision of this Agreement.

 

2.         You and your Representatives agree, without the prior written consent of the Company, not to disclose, directly or indirectly, to any person that (i) you have entered into this Agreement, (ii) the Evaluation Material exists or has been made available to you and your Representatives or (iii) discussions or negotiations are taking or have taken place concerning the Transaction or any other transaction involving the Company or any of the terms, conditions or other facts with respect thereto (including the status thereof). The Company and its Representatives agree, without your prior written consent, not to disclose, directly or indirectly, to any person that (i) you have entered into this Agreement, (ii) the Evaluation Material has been made available to you and your Representatives or (iii) discussions or negotiations are taking or have taken place concerning the Transaction. Notwithstanding the foregoing, either party may publicly disclose that such discussions or negotiations are taking place if and to the extent advised by its outside legal counsel that such disclosure must be made in order to comply with federal

 

 

Microsemi Corporation

October 30, 2015

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securities laws, the rules of the Nasdaq Stock Market or pursuant to a subpoena, regulatory demand or similar process; provided, however, in each case, that in the event of any such disclosure, the disclosing party shall, if permitted by applicable law, use all reasonable efforts to minimize the disclosure of information regarding any negotiations, discussions or the Transaction, including, without limitation, by providing the other party advance written notice of the information to be disclosed as far in advance of its disclosure as practicable, and cooperating with the other party to seek and obtain, at its election, an appropriate protective order or other appropriate remedy or reliable assurance that confidential treatment will be afforded the information so disclosed to the extent permitted by law. Without limiting the generality of the foregoing, you agree that, without the prior written consent of the Company, neither you nor your Representatives shall, directly or indirectly, (a) enter into any discussions, negotiations, agreements, arrangements, whether written or oral, or understandings with any possible sources of equity, debt, hybrid or Derivative Security financing for the Transaction and (b) provide or make available any Evaluation Material to, or exchange information regarding a Transaction with, any possible sources of equity, debt, hybrid or Derivative Security financing for the Transaction or any rating agencies.

 

3.         Neither you nor your Representatives shall initiate or maintain contact with the Company or its Representatives regarding the business, operations, prospects or finances of the Company, except with the express permission of the Company. You will submit all: (i) communications regarding a Transaction; (ii) requests for additional information; (iii) requests for facility tours or management meetings; and (iv) questions regarding procedures, only to the following persons or such others any of the following specifically designate for the particular purpose:

 

·

Greg Lang, President & CEO

 

·

Steve Geiser, VP, Finance, CFO

 

·

Ra’ed Elmurib, VP, Corporate Development

 

·

Alinka Flaminia, VP, General Counsel

 

4.         For a period of twelve months after the date of this Agreement, neither you (through affiliates, Representatives, professional search firms or otherwise) nor any of your subsidiaries will, directly or indirectly, solicit for employment any officer of the Company or any of its subsidiaries or any other employee of the Company or any of its subsidiaries with whom you have had contact or about whom you have received information regarding the employee’s performance or substantive value to the business during the process contemplated by this Agreement or otherwise induce or attempt to induce such officer or employee to terminate his or her employment relationship with the Company or any of its subsidiaries; provided, however the foregoing provision will not prevent you from making general solicitations or advertisements in periodicals or through the internet, job fairs and the like (including newspapers and trade publications) for employment so long as such solicitations, advertisements or other activities are not specifically directed at employees of the Company or its subsidiaries.

 

 

Microsemi Corporation

October 30, 2015

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5.         In the event that you or any of your Representatives are required by legal process to disclose any of the Evaluation Material other than as expressly permitted under the terms of this Agreement, you will promptly notify the Company in writing by facsimile and certified mail so that the Company may, at its election, seek a protective order or other appropriate remedy. Nothing herein shall be deemed to prevent you or your Representatives, as the case may be, from honoring a subpoena that seeks discovery of the Evaluation Material if: (i) a motion for a protective order, motion to quash and/or other motion filed to prevent the production or disclosure of the Evaluation Material has been denied; provided, however, that you disclose only that portion of the Evaluation Material that your outside legal counsel advises you is legally required to be disclosed and that you exercise all reasonable best efforts to preserve the confidentiality of the remainder of the Evaluation Material, including, without limitation, by providing the Company advance written notice of the information to be disclosed as far in advance of its disclosure as practicable, and cooperating with the Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be afforded the information so disclosed; or (ii) the Company consents in writing to having the Evaluation Material produced or disclosed pursuant to the subpoena. In no event shall you, or any of your Representatives, oppose an action by the Company to obtain a protective order, motion to quash and/or other relief to prevent the production or disclosure of the Evaluation Material or to obtain or other reliable assurance that confidential treatment will be afforded the information so disclosed.

 

6.         If you determine not to proceed with the Transaction, you will promptly notify the Company’s Office of the General Counsel of that decision. In that case, or at any time upon the request of the Company for any reason, you will, at the option of the Company, promptly (i) destroy all copies, which include all electronic copies, of the Evaluation Material in your or your Representative’s possession or control or (ii) deliver to the Company at your own expense all hard copies of the Evaluation Material and erase or delete all electronic copies of the Evaluation Material in your and your Representative’s possession or control except (i) copies in the possession of your legal counsel retained solely for purposes of defense of an action related to the Evaluation Material or the Transaction or (ii) copies that may have been captured and retained as a result of routine system backup and archiving. In addition, you agree promptly, and in any event within ten (10) business days, to have an officer certify in writing to the Company that you have complied with your obligations under this paragraph. Notwithstanding the return or destruction (as applicable) of the Evaluation Material, you and your Representatives will continue to be bound by your confidentiality and non-disclosure and other obligations hereunder.

 

7.         You understand and acknowledge that neither the Company nor any of its Representatives makes any representation or warranty, express or implied, as to the accuracy, timeliness or completeness of the Evaluation Material. You agree that neither the Company nor any of its Representatives shall have any liability (including, without limitation, in contract, tort, under federal or state securities laws or otherwise) to you or to any of your Representatives relating to or resulting from the use or non-use of the Evaluation Material or any errors therein or omissions therefrom, regardless of any decision made in reliance on the Evaluation Material, and neither you nor your Representatives will make any claims whatsoever against such persons, with respect to, or arising out of, the Evaluation Material. Only those representations or warranties

 

 

Microsemi Corporation

October 30, 2015

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that are made in a Definitive Agreement (as defined below) regarding the Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect. The term “Definitive Agreement” means a written contract executed and delivered by all parties thereto for the Transaction, which contract binds the parties thereto to close such Transaction, subject only to such conditions to closing as may be negotiated between the parties thereto, and does not include an executed letter of intent or any other preliminary written agreement, nor does it include any written or oral acceptance of an offer or bid for the Transaction.

 

8.         Each party understands and agrees that no contract or agreement providing for the Transaction shall be deemed to exist between them unless and until a Definitive Agreement has been executed and delivered between them, and you hereby waive, in advance, any claims (including, without limitation, breach of contract and tortious interference claims) in connection with the Transaction, unless and until the parties shall have entered into a Definitive Agreement. Each party also agrees that unless and until a Definitive Agreement has been executed and delivered between them, neither party shall be under any legal obligation of any kind whatsoever with respect to the Transaction by virtue of this Agreement, except for the matters specifically agreed to herein. You further acknowledge and agree that the Company may at any time, in its sole discretion, for any reason or no reason, without prior notice to you, reject any and all proposals made by you or any of your Representatives with regard to a Transaction, terminate discussions and negotiations with you and your Representatives or refuse to provide any further access to the Evaluation Materials.

 

9.         For a period of eighteen months after the date of this Agreement, unless you shall have been specifically invited in writing by the Company, neither you nor any of your controlled affiliates will in any manner, directly or indirectly, (i) effect or seek, offer or propose (whether publicly or otherwise and whether or not subject to conditions) to effect, or announce any intention to effect or cause or participate in or in any way assist, facilitate or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise and whether or not subject to conditions) or announce any intention to effect or cause or participate in: (a) the acquisition of, or obtaining any economic interest in, any right to direct the voting or disposition of, or any other right with respect to, any securities, bank debt, liabilities, claims or obligations of the Company or any of its affiliates (or any rights, options or other securities convertible into or exercisable or exchangeable for such securities, bank debt, liabilities, claims or obligations or any obligations measured by the price or value of any securities of the Company or any of its affiliates, including without limitation any swaps or other derivative arrangements (“Derivative Securities”)), in each case, whether or not any of the foregoing may be acquired or obtained immediately or only after the passage of time or upon the satisfaction of one or more conditions (whether or not within the control of such party) pursuant to any agreement, arrangement or understanding (whether or not in writing) or otherwise and whether or not any of the foregoing would give rise to “beneficial ownership” (as such term is used in Rule 13d-3 of the Exchange Act), and, in each case, whether or not any of the foregoing is acquired or obtained by means of borrowing of securities, operation of any Derivative Security or otherwise; (b) any tender or exchange offer, merger, consolidation, business combination or acquisition or disposition of

 

 

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October 30, 2015

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assets of the Company or any of its affiliates; (c) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its affiliates; or (d) any “solicitation” of “proxies” to vote (as such terms are used in Regulation 14A of the Exchange Act), become a “participant” in any “election contest” (as such terms are defined in Rule 14a-11 of the Exchange Act), or initiate, propose, encourage or otherwise solicit stockholders of the Company for the approval of any stockholder proposals with respect to the Company or seek to advise or influence any person with respect to the voting of any voting securities of the Company; (ii) form, join or in any way participate in a group with respect to the common shares or any other voting securities of the Company or any securities convertible into common shares or any other voting securities of the Company or otherwise act in concert with any person in respect of any such securities; (iii) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the Company or to obtain representation on the Board of Directors of the Company; (iv) take any action which might result in the Company being obligated to make a public announcement regarding any of the types of matters set forth in this paragraph; (v) enter into any discussions, arrangements, understandings or contracts with any third party with respect to any of the foregoing; or (vi) disclose (whether or not publicly) any intention, plan or arrangement regarding any of the matters referred to in this paragraph. You will promptly advise the Company in writing of any proposal made to you or your Representatives (with respect to you) with respect to any of the foregoing. You also agree during such eighteen month period not to request, or solicit or induce another person to request, the Company (or any of its Representatives), directly or indirectly, to amend, waive or publicize any provision of this paragraph. (including this sentence). Notwithstanding the foregoing, the restrictions in this paragraph 9 shall terminate with respect to you if (a) the Company enters into and publicly announces entry into a definitive acquisition agreement (a “Definitive Acquisition Agreement”) with a third party other than you or your affiliates providing for the acquisition, directly or Indirectly, of not less than a majority of the outstanding voting equity of the Company calculated on a fully diluted basis or all or substantially all of the assets of the Company and its subsidiaries on a consolidated basis (an “Acquisition”) or (b) any person commences a tender offer or exchange offer to acquire Voting Securities (as defined below) of the Company which, if successful, would result in such person owning, when combined with any other Voting Securities owned by such other person, 50% or more of the then outstanding Voting Securities of the Company and, if the Company, in a filing under applicable securities law, recommends acceptance of such tender offer or exchange offer, then in each case, you may, without the separate invitation, consent or authorization of the Company, make a non-public, private Acquisition proposal to the Company for consideration by the Board of Directors of the Company. For purposes of this paragraph, the term “Voting Securities” means with respect to the Company, the shares of any class of capital stock of the Company which are then entitled to vote generally in the election of directors; provided that for purposes of this definition any securities which at such time are convertible or exchangeable into or exercisable for shares of common stock of the Company shall be deemed to have been converted, exchanged or exercised.

 

10.         You are aware, and will advise your Representatives who are informed of the matters that are the subject of this Agreement, of the restrictions imposed by the United States securities laws on the purchase or sale of securities by any person who has received material,

 

 

Microsemi Corporation

October 30, 2015

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nonpublic information from the issuer of such securities and on the communication of such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such information. You hereby represent that, as of the date hereof, you and your controlled affiliates do not, directly or indirectly, (i) own of record or beneficially any securities of the Company and (ii) possess or have the right to possess (whether upon the occurrence of an event, lapse of time or otherwise) any economic interest, voting right or other right with respect to any security of the Company or any of its affiliates, including Derivative Securities.

 

11.         To the extent that any Evaluation Material includes materials or other information that may be subject to the attorney-client privilege, work product doctrine or any other applicable privilege or doctrine concerning any pending, threatened or prospective action, suit, proceeding, investigation, inquiry, arbitration or dispute, you acknowledge that you and the Company have a commonality of interest with respect to such action, suit, proceeding, investigation, inquiry, arbitration or dispute, and agree that it is your mutual desire, intention and at the sharing of such materials and other information is not intended to, and shall not, affect the confidentiality of any of such materials or other information or waive or diminish the continued protection of any of such materials or other information under the attorney-client privilege, work product doctrine or other applicable privilege or doctrine. Accordingly, all Evaluation Material that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege or doctrine shall remain entitled to protection thereunder and shall be entitled to protection under the joint defense doctrine, and you agree to take all reasonable measures necessary to preserve to the fullest extent possible, the applicability of all such privileges and doctrines.

 

12.         This Agreement contains the entire agreement between you and the Company concerning the subject matter of this Agreement, and supersedes any and all prior agreements between the parties relating to the subject matter hereof, including the letter agreement, dated October 30, 2015, by and between Microsemi Corporation and PMC-Sierra, Inc. No provision of this Agreement may be waived or amended, except by the written consent of the parties, which consent shall explicitly reference such waiver or amendment. Any attempted waiver or amendment in violation of this provision shall be void ab initio.

 

13.         It is understood and agreed that no failure or delay by the Company in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege.

 

14.         You acknowledge that money damages would not be a sufficient remedy for any breach or threatened breach of this Agreement by you or any of your Representatives and you consent to a court of competent jurisdiction entering an order finding that the Company has been irreparably harmed as a result of any such breach and to the granting of injunctive relief without proof of actual damages or posting of a bond as a remedy for any such breach or threatened breach. Such remedies shall not be deemed to be the exclusive remedies for a breach or threatened breach by you or any of your Representatives of this Agreement but shall be in addition to all other remedies available at law or equity to the Company. In the event of litigation relating to this

 

 

Microsemi Corporation

October 30, 2015

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Agreement, if a court of competent jurisdiction determines in an order that you or any of your Representatives have breached this Agreement, then you will reimburse the Company for the reasonable legal fees and expenses incurred by the Company in connection with enforcing its rights hereunder, including any appeal therefrom.

 

15.         This Agreement and all disputes or controversies arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without reference to its conflicts of law principles.

 

16.         You hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of the State of Delaware and of the United States of America located in the State of Delaware for any actions, suits or proceedings arising out of or relating to this Agreement and agree (i) not to commence any action, suit or proceeding relating thereto except in such courts, (ii) to waive and not to assert any defenses as to personal jurisdiction of such courts over you and (iii) that service of any process, summons, notice or document by U.S. registered mail to your address set forth above shall be effective service of process for any action, suit or proceeding brought against you in such courts.

 

17.         The provisions of this Agreement shall be severable in the event that any of the provisions hereof are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law.

 

18.         This Agreement may be executed by facsimile or other electronic method (such as e-mail) and in any number of counterparts and each of such counterparts shall for all purposes be deemed original, and all such counterparts shall together constitute one and the same instrument. Signatures of the parties transmitted by facsimile, PDF or other electronic file shall be deemed to be their original signatures for all purposes and the exchange of copies of this Agreement and of signature pages by facsimile transmission, PDF or other electronic file shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes.

 

19.         This Agreement shall inure solely to the benefit of and be binding upon each of the Company and you and the respective successors and permitted assigns of the Company and you; provided that you may not assign this Agreement or any of your rights and obligations hereunder without the prior written consent of the Company. Any attempted assignment by you without the Company’s prior written consent will be of no force and effect. The Company reserves the right to assign this Agreement and all of its rights and obligations hereunder, including the right to enforce all of its terms, without your prior consent.

 

20.         Except as expressly set forth herein, each of the parties shall be responsible for its own costs and expenses associated with the subject matter of this Agreement, whether or not a Transaction is consummated.

 

 

Microsemi Corporation

October 30, 2015

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21.         No licenses or rights under any patent, copyright, trademark, or trade secret are granted or are to be implied by this Agreement. Neither party is obligated under this Agreement to purchase from or provide to the other party any service or product.

 

22.         The Company has engaged Skadden, Arps, Slate, Meagher & Flom LLP as its legal counsel in connection with the proposed Transaction. Skadden, Arps, Slate, Meagher & Flom LLP also may have in the past, may now, or may in the future, represent you or one or more of your affiliates in connection with unrelated matters. By entering into this Agreement, you and your Representatives (i) consent to the continued representation of the Company by Skadden, Arps, Slate, Meagher & Flom LLP in connection with the Transaction and (ii) waive any actual or alleged conflict of Skadden, Arps, Slate, Meagher & Flom LLP that may arise from Skadden, Arps, Slate, Meagher & Flom LLP’s representation of the Company in connection with the Transaction. This consent and waiver extends to Skadden, Arps, Slate, Meagher & Flom LLP representing the Company against you and/or any of your affiliates in litigation, arbitration or mediation in connection with this Agreement or the Transaction. Nothing contained herein shall be deemed to constitute a waiver of any privilege or consent to the disclosure of any Evaluation Material. In addition, you hereby acknowledge that you have obtained independent legal advice with respect to this consent and waiver.

 

Please confirm your agreement with the foregoing by signing and returning one copy of this Agreement to the undersigned, whereupon this Agreement shall become a binding agreement between you and the Company.

 

		Very truly yours,
		PMC-SIERRA, INC.
		By:	/s/ Ra’ed Elmurib
		Name:	Ra’ed Elmurib
		Title:	VP Corporate Development

 

Accepted and agreed as of the date first written above:
MICROSEMI CORPORATION

 

By:	/s/ David Goren
Name:	David Goren
Title:	Senior Vice President Business Affairs, Legal and Compliance