Microsemi Corp of Aliso Viejo, CA, USA (which makes chips for the communications, security, aerospace and industrial markets) has been informed that its reiterated proposal to acquire PMC-Sierra Inc of Sunnyvale, CA, USA (which provides semiconductor and software solutions for storage, optical and mobile networks) constitutes a 'Superior Proposal' under the terms of PMC's merger agreement with analog and mixed-signal semiconductor maker Skyworks Solutions Inc of Woburn, MA, USA.
PMC previously announced on 30 October an amended and restated merger agreement for analog and mixed-signal semiconductor maker Skyworks Solutions Inc of Woburn, MA, USA to acquire it for $11.60 in cash per share of PMC common stock. This followed Skyworks' initial offer on 5 October of $10.50 per share, after which Microsemi made its initial rival unsolicited offer amounting to $11.35 per share.
Under the terms of Microsemi's reiterated proposal, PMC shareholders will receive $9.04 in cash and 0.0771 of a Microsemi share for each share of PMC common stock held at the close of the transaction (amounting to $11.88 per PMC share, based on the closing stock price of Microsemi common stock on 29 October).
The merger agreement submitted by Microsemi on 9 November in support of its reiterated proposal is the same in all material respect to the previous merger agreement submitted by Microsemi on 30 October. However, in support of its intent to consummate the transaction without delay by the end of this year, Microsemi has shortened the time to file an Exchange Offer with the US Securities and Exchange Commission (SEC).
The PMC-Sierra board has given written notice to Skyworks of its intent to approve or recommend the Microsemi proposal. Microsemi says that, as a result, PMC will be entitled to terminate the merger agreement if Skyworks does not make, within three business days following the receipt of the notice, a binding, written and complete proposal that would cause the proposal received from Microsemi to no longer constitute a 'Superior Proposal'.
