ALISO VIEJO, Calif.,
Jan. 15, 2016 /PRNewswire/ --
Microsemi Corporation (Nasdaq: MSCC) ("Microsemi"), a
leading provider of semiconductor solutions differentiated by
power, security, reliability and performance, announced today that
Microsemi's wholly-owned subsidiary Lois Acquisition Corp.
successfully merged with and into PMC-Sierra, Inc. (Nasdaq: PMCS)
("PMC"), completing Microsemi's acquisition of PMC. Under Section
251(h) of the General Corporation Law of the State of Delaware, no vote of PMC's
stockholders was required to consummate the merger.
At the effective time of the merger, each outstanding share of
PMC common stock (other than shares directly owned by PMC,
Microsemi, Lois Acquisition Corp. or any other subsidiary of
Microsemi and shares held by PMC stockholders that are entitled to
and have properly demanded appraisal of such shares under
Delaware law) was converted into
the right to receive $9.22 in cash
and 0.0771 shares of Microsemi common stock, together with cash in
lieu of any fractional shares of Microsemi common stock, without
interest and less any applicable withholding taxes, the same price
received by PMC stockholders who validly tendered their shares in
the related exchange offer. Following the merger, PMC shares will
cease to be traded on Nasdaq.
"We are pleased to complete the acquisition of PMC-Sierra," said
James J. Peterson, Microsemi's
chairman and CEO. "PMC's innovative semiconductor and software
solutions are transforming the networks that connect, move and
store big data. As we integrate we will leverage its
industry-leading talent base and product portfolio, driving the
combined company's next wave of innovation and securing our
standing as a semiconductor industry leader."
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.
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.
Forward-Looking Statements
This release contains forward-looking statements based on
current expectations or beliefs, as well as a number of assumptions
about future events, and these statements are subject to factors
and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements.
These forward-looking statements are not a guarantee of future
performance and are subject to a number of uncertainties and other
factors, many of which are outside the control of Microsemi. The
forward-looking statements in this release address a variety of
subjects including, for example, statements regarding the potential
benefits (including the potentially accretive and synergistic
benefits) of Microsemi's acquisition of PMC-Sierra Inc. ("PMC") ,
Microsemi's expected future performance (including expected results
of operations and financial guidance), and the combined company's
future financial condition, operating results, strategy and plans.
Statements including words such as "believes," "expects,"
"anticipates," "intends," "estimates," "plan," "will," "may," "look
forward," "intend," "guidance," "future" or similar expressions are
forward-looking statements. Potential risks and uncertainties
include, but are not limited to, such factors as 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 of Microsemi and PMC, including the
combined company's future financial condition, operating results,
strategy and plans; negative or worsening worldwide economic
conditions or market instability; downturns in the highly cyclical
semiconductor industry; our ability to successfully implement our
acquisitions strategy or integrate other acquired companies;
uncertainty as to the future profitability of acquired businesses,
and delays in the realization of, or the failure to realize, any
accretion from acquisition transactions; acquiring, managing and
integrating new operations, businesses or assets, and the
associated diversion of management attention or other related costs
or difficulties; 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;
risks related to the company's international operations and sales,
including political instability, trade restrictions and sanctions,
restrictions in the transfer or repatriation of funds, currency
fluctuations and availability of transportation services; potential
non-realization of expected orders or non-realization of backlog;
failure to make sales indicated by the company's book-to-bill
ratio; intense competition in the semiconductor industry and
resultant downward price pressure; the effect of events such as
natural disasters and related disruptions on our operations; the
concentration of the factories that service the semiconductor
industry; delays in beginning production, implementing production
techniques, resolving problems associated with technical equipment
malfunctions, or issues related to government or customer
qualification of facilities; our dependence on third parties for
key functions; increases in the costs of credit and the
availability of credit or additional capital only under more
restrictive conditions or not at all; changes to laws or
regulations; unanticipated changes in Microsemi's tax obligations,
results of tax examinations or exposure to additional income tax
liabilities; changes in generally accepted accounting principles;
principal, liquidity and counterparty risks related to Microsemi's
holdings in securities; inability to develop new technologies and
products to satisfy changes in customer demand or the development
by the company's competitors of products that decrease the demand
for Microsemi's products; unfavorable or declining conditions in
end markets; inability of Microsemi's compound semiconductor
products to compete successfully with silicon-based products;
production delays related to new compound semiconductors;
variability of the company's manufacturing yields; potential
effects of system outages; inability by Microsemi to fulfill
customer demand and resulting loss of customers; variations in
customer order preferences; difficulties foreseeing future demand;
rises in inventory levels and inventory obsolescence; environmental
or other regulatory matters or litigation, or any matters involving
contingent liabilities or other claims; the uncertainty of
litigation, the costs and expenses of litigation, the potential
material adverse effect litigation could have on Microsemi's
business and results of operations if an adverse determination in
litigation is made, and the time and attention required of
management to attend to litigation; difficulties in determining the
scope of, and procuring and maintaining, adequate insurance
coverage; difficulties and costs of protecting patents and other
proprietary rights; the hiring and retention of qualified personnel
in a competitive labor market; any circumstances that adversely
impact the end markets of acquired businesses; and difficulties in
closing or disposing of operations or assets or transferring work,
assets or inventory from one plant to another. In addition to these
factors and any other factors mentioned elsewhere in this news
release, the reader should refer as well to the factors,
uncertainties or risks identified in the most recent Form 10-K
reports and any subsequent Form 10-Q reports filed by Microsemi or
PMC with the SEC. Additional risk factors may be identified from
time to time in Microsemi's future filings. The forward-looking
statements included in this release speak only as of the date
hereof, and Microsemi does not undertake any obligation to update
these forward-looking statements to reflect subsequent events or
circumstances.
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SOURCE Microsemi Corporation