ALISO VIEJO, Calif.,
Oct. 19, 2015 /PRNewswire/
-- Microsemi Corporation (Nasdaq: MSCC), a leading
provider of semiconductor solutions differentiated by power,
security, reliability and performance, today announced that it
submitted an offer to acquire PMC-Sierra, Inc (Nasdaq: PMCS) in a
cash and stock transaction. Based on the closing stock price of
Microsemi on Oct. 16, 2015, the
transaction is valued at $11.50 per
PMC share, representing a premium of approximately 50 percent to
the closing price on Oct. 5, 2015,
the last trading day prior to the announcement of PMC's proposed
acquisition with Skyworks Solutions, Inc.
Microsemi believes its cash and stock proposal would provide PMC
shareholders with a substantial premium and immediate cash value,
as well as the opportunity to participate in the significant upside
potential of a global analog and mixed-signal leader with a highly
diversified platform for growth and profitability. Microsemi
believes its proposal constitutes a "Superior Proposal" under the
terms of PMC's merger agreement with Skyworks.
Under the terms of Microsemi's proposal, PMC shareholders will
receive $8.75 in cash and 0.0736 of a
share of Microsemi common stock for each share of PMC common stock
held at the close of the transaction. The implied total transaction
value is approximately $2.4 billion
and the implied enterprise value is $2.2
billion, net of PMC's net cash balance as of June 27, 2015.
"Based on extensive discussions with PMC over the past 18 months
and comprehensive analysis, we believe this transaction offers
compelling strategic and financial benefits for the shareholders of
both Microsemi and PMC," said James J.
Peterson, Microsemi's chairman and CEO. "This acquisition
will provide Microsemi with a leading position in high performance
and scalable storage solutions targeted for data center and cloud
applications, while also adding a complementary portfolio of
high-value communications products. Microsemi has a strong track
record of integrating acquisitions and driving profitability, and
we will benefit from increased scale, industry-leading margins,
diversified market exposure, consolidated infrastructure and
substantial cost savings in a combination with PMC."
The proposal was conveyed in an offer letter to PMC's board of
directors on Oct. 19, 2015, together
with a copy of a merger agreement, which is on substantially the
same terms as the Skyworks merger agreement that Microsemi is
prepared to sign. Microsemi is also prepared to amend the
transaction structure to an "exchange offer" paving the way for a
closing as early as late December
2015, assuming swift action by PMC's board. Microsemi's
proposal is not subject to any financing contingency and has been
approved by Microsemi's board of directors.
The transaction 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 currently estimates more than
$0.60 of non-GAAP EPS accretion in
the first full year after closing the transaction.
Microsemi intends to fund the transaction and repay its existing
credit facility with existing cash, $2.7
billion in new transaction debt and $0.6 billion in Microsemi common stock.
Shareholders of Microsemi and PMC will own approximately 85 percent
and 15 percent, respectively, of the combined entity post
completion of the transaction.
The transaction with Microsemi will only be subject to domestic
regulatory approvals (as opposed to approvals by foreign government
entities including China, which is
required under the Skyworks merger agreement and likely to result
in additional uncertainty and delays) and customary closing
conditions, as well as the approval of PMC's shareholders.
Stifel is acting as exclusive financial adviser to Microsemi,
along with O'Melveny & Myers LLP who is serving as legal
adviser. Morgan Stanley Senior Funding, Inc. is providing committed
financing for the transaction to Microsemi.
Reaffirms Fiscal Fourth Quarter 2015 Business Outlook
Microsemi currently expects net sales in the fourth quarter of
fiscal year 2015 to be approximately $328
million, and expects non-GAAP diluted earnings per share of
between $0.72 and $0.74. This is in
line with Microsemi's previous guidance.
Microsemi regularly announces a quarterly outlook in the form of
issuing a news release and does not undertake to update any of this
information between such public announcements to reflect subsequent
events or circumstances. Please refer to the "Cautionary Note
Concerning Forward-Looking Statements" below for risks that may
affect future actual results.
Webcast
A live webcast relating to the proposed transaction will be
available in the "Investors" section of Microsemi's website at
www.microsemi.com. The event information will be posted to the
website 30 minutes prior to the webcast time. In addition, an
accompanying presentation will be hosted on the homepage of
Microsemi's website.
Webcast date: Oct. 19, 2015
Time: 8:30 a.m. EDT
To participate in the conference call by telephone, call
877-264-1110 at approximately 8:15 a.m.
EDT (5:15 a.m. PDT).
International callers can call 706-634-1357. Please provide the
following ID number: 58449988.
A replay of the webcast will also be available in the
"Investors" section of Microsemi's website.
Letter to PMC's Board
The following is the full text of the letter Microsemi sent to
the PMC board regarding its offer:
October 19, 2015
Board of Directors
PMC-Sierra, Inc.
1380 Bordeaux Drive
Sunnyvale, CA 94089
To the Members of the Board:
As you are aware, over the past 18 months, Microsemi Corporation
has pursued a transaction with PMC-Sierra, Inc ("PMC"). We believe
the combination of our two companies has tremendous strategic value
in addition to cost synergies of approximately $100 million in the first year. This transaction
is a strategic priority for us, and we believe a business
combination with Microsemi will deliver significant benefits to
your shareholders.
We are pleased to submit this proposal to acquire all of the
outstanding shares of PMC common stock for consideration of (i)
$8.75 in cash and (ii) 0.0736 of a
share of Microsemi common stock for each outstanding share of PMC
common stock. Based on Microsemi's closing stock price on
October 16, 2015, the merger
consideration is valued at approximately $11.50 per PMC share, representing a premium of
approximately 50% to PMC's closing price on October 5, 2015, the last trading day prior to
the announcement of your proposed transaction with Skyworks
Solutions, Inc ("Skyworks"). As a result of our proposal,
your shareholders will receive cash at closing as well as ownership
of 15% of the combined company, providing continued "upside" and
allowing them to participate in the substantial synergies available
as a result of the combination.
Our proposal is clearly a "Superior Proposal" as defined in your
merger agreement with Skyworks. First, Microsemi's proposal
provides a higher value per share to PMC's shareholders than the
proposed Skyworks transaction and is therefore more favorable to
PMC's shareholders than the proposed transaction with
Skyworks. Second, Microsemi is prepared to effectuate the
acquisition of PMC by means of a two-step exchange offer. We
believe that this structure will provide an even faster path to
closing than the one-step merger structure proposed by Skyworks and
shall pave the way to a closing in late December 2015. Finally, a transaction with
Microsemi will only be subject to domestic regulatory approvals (as
opposed to approvals by foreign government entities including
China, which is required under the
Skyworks merger agreement and likely to result in additional
uncertainty and delay). In connection with regulatory approvals,
based on our analysis, we do not believe that a transaction between
Microsemi and PMC would give rise to antitrust or regulatory
issues.
To sum, Microsemi's proposal is clearly superior to the proposed
transaction with Skyworks on the basis of value, speed and
certainty.
We are including with this letter a proposed merger agreement
which is substantially identical to the terms of your announced
merger agreement with Skyworks, but which makes certain
modifications to reflect our proposed cash and stock consideration
and the acceleration and cash out of all PMC stock
options.
Microsemi's Board of Directors has approved this proposal,
including the proposed merger agreement. Microsemi's proposal is
not subject to any conditions other than limited conditions set
forth in the attached proposed merger agreement. Finally, we have
obtained fully committed financing and do not have any additional
diligence remaining.
We are simultaneously releasing this letter to the public. Our
offer will now be subject only to your decision to execute the
merger agreement. We expect a timely review of our proposal, and
look forward to consummating a mutually beneficial transaction.
Sincerely,
James J. Peterson
Chairman of the Board & Chief Executive Officer
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.
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
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.
The reader is cautioned not to put undue reliance on these
forward-looking statements, which 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 Microsemi's
offer to acquire PMC-Sierra Inc. ("PMC"), its financing and the
expected timing of the proposed transaction, the potential benefits
of the acquisition (including the potentially accretive and
synergistic benefits), 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 of any possible transaction
between Microsemi and PMC, including the possibilities that
Microsemi will not pursue a transaction with PMC or that PMC will
reject a transaction with Microsemi; if a transaction between
Microsemi and PMC were to occur, 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 Microsemi's most recent Form
10-K and any subsequent Form 10-Q reports filed by Microsemi 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.
Guidance is provided only on a non-GAAP basis due to the
inherent difficulty of forecasting the timing or amount of certain
items that have been excluded from the forward-looking non-GAAP
measures, and a reconciliation to the comparable GAAP guidance has
not been provided because certain factors that are materially
significant to Microsemi's ability to estimate the excluded items
are not accessible or estimable on a forward-looking basis.
Additional Information and Where to Find It
This communication does not constitute an offer to buy or
solicitation of an offer to sell any securities. This communication
relates to a proposal which Microsemi Corporation ("Microsemi") has
made for a business combination transaction with PMC-Sierra Inc.
("PMC"). In furtherance of this proposal and subject to future
developments, Microsemi (and, if a negotiated transaction is agreed
to, PMC) may file one or more registration statements,
prospectuses, proxy statements or other documents with the U.S.
Securities and Exchange Commission ("SEC"). This communication is
not a substitute for any registration statement, prospectus, proxy
statement or other document Microsemi and/or PMC may file with the
SEC in connection with the proposed transaction. INVESTORS AND
SECURITY HOLDERS OF MICROSEMI AND PMC ARE URGED TO READ THE
REGISTRATION STATEMENT, PROSPECTUS, PROXY STATEMENT AND OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND
WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Any definitive proxy
statement (if and when available) will be mailed to stockholders of
PMC. Investors and security holders will be able to obtain free
copies of these documents (if and when available) and other
documents filed with the SEC by Microsemi through the web site
maintained by the SEC at http://www.sec.gov.
Certain Information Regarding Participants
Microsemi and certain of its directors and executive officers
may be deemed to be participants in any solicitation with respect
to the proposed transaction under the rules of the SEC. Security
holders may obtain information regarding the names and interests of
Microsemi's directors and executive officers Microsemi's Annual
Report on Form 10-K for the year ended September 28, 2014, which was filed with the SEC
on November 13, 2014, and Microsemi's
proxy statement for the 2015 Annual Meeting of Shareholders, which
was filed with the SEC on December 19,
2014. These documents can be obtained free of charge from
the sources indicated above. Additional information regarding the
interests of these participants in the proxy solicitation and a
description of their direct and indirect interests, by security
holdings or otherwise, will also be included in any proxy statement
and other relevant materials to be filed with the SEC if and when
they become available.
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SOURCE Microsemi Corporation