PMC and its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by the merger agreement with Skyworks. Information regarding PMC’s directors and executive officers and their ownership of PMC’s common stock is contained in PMC’s Form 10-K for the year ended December 27, 2014, and its proxy statement dated March 20, 2015, which are filed with the SEC. Additional information regarding the participants in the solicitation of proxies in respect of the transaction contemplated by the merger agreement and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in any proxy statement and other relevant materials to be filed with the SEC if and when they become available.
This press release contains statements that may be deemed to be forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These statements are based on PMC and its board of directors’ current expectations and beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in these statements. These statements include the statement that the Microsemi proposal was valued at $11.77 per share of PMC common stock based on the closing price of Microsemi stock on November 13, 2015, and the statement that PMC’s board of directors determined that the Microsemi proposal does not constitute a Superior Proposal under the terms of PMC’s merger agreement with Skyworks at this time.
The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the determinations made by PMC’s board of directors following its evaluation of the Microsemi proposal; actions of Skyworks in response to any discussions with Microsemi; the results of discussions with Microsemi; the impact of actions of other parties with respect to any discussions and the potential consummation of the proposed transaction with Skyworks; the outcome of any legal proceedings that could be instituted against PMC or its directors related to the discussions or the proposed merger agreement with Skyworks; changes in the proposal from Microsemi; the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed merger agreement with Skyworks; the inability to complete the proposed merger with Skyworks due to the failure to obtain stockholder approval for the merger or the failure to satisfy other conditions to completion of the merger, including the receipt of all regulatory approvals related to the merger; the failure of Skyworks to obtain the necessary financing arrangements set forth in the debt commitment letters delivered pursuant to the proposed merger agreement with Skyworks; risks that the proposed transaction with Skyworks or Microsemi disrupts current plans and operations; potential difficulties in employee retention as a result of the proposed merger with Skyworks or the Microsemi proposal; 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 approvals related to the merger; the failure of Microsemi to obtain the necessary financing arrangements set forth in the debt commitment letters delivered pursuant to the merger agreement; 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 of Microsemi and PMC, including the combined company’s future financial condition, operating results, strategy and plans; risks related to Microsemi’s ability to successfully implement its acquisitions 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 proposed transactions or on the economy in general, the impact of geopolitical events, as well as those risks and uncertainties discussed from time to time in our other reports and other public filings with the 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 our most recent quarterly report filed with the SEC and Microsemi’s Annual Report on Form 10-K for the year ended September 28, 2014 and its most recent quarterly report 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.
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PMC-SIERRA are registered trademarks of PMC-Sierra, Inc. in the United
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disclaims any ownership rights in other product and company names
mentioned herein. PMC is the corporate brand of PMC-Sierra, Inc.