PMC Reiterates Commitment to Skyworks Transaction

SUNNYVALE, Calif., Nov. 16 — PMC-Sierra, Inc. (PMC) (NASDAQ: PMCS), the semiconductor and software solutions innovator transforming networks that connect, move and store big data, today announced that PMC’s board of directors unanimously determined, after receiving the advice of its financial advisors and outside legal counsel, that the proposal received on November 9, 2015 from Microsemi Corporation (NASDAQ: MSCC) to acquire all of the outstanding shares of PMC common stock is not superior to PMC’s existing agreement with Skyworks Solutions, Inc. (NASDAQ: SWKS) in light of the recent stock market volatility exacerbated by recent geopolitical events. The Skyworks all cash proposal provides more value certainty to PMC stockholders than the stock and cash consideration provided in the Microsemi proposal.

Under the terms of the Microsemi proposal, PMC stockholders would receive $9.04 in cash and 0.0771 of a share of Microsemi common stock for each share of PMC common stock held at the close of the transaction. Based on the closing stock price of Microsemi common stock on November 13, 2015, the Microsemi proposal was valued at $11.77 per share of PMC common stock.

PMC had previously announced (on October 30, 2015) that it had entered into an amended and restated merger agreement with Skyworks Solutions, Inc. (NASDAQ: SWKS) pursuant to which Skyworks would acquire all of the outstanding shares of PMC common stock for $11.60 per share in an all-cash transaction.

PMC’s board of directors continues to recommend the amended and restated merger agreement with Skyworks to PMC stockholders. PMC’s board of directors is not modifying or withdrawing its recommendation with respect to the amended and restated merger agreement and the merger with Skyworks, or proposing to do so, and is recommending against the Microsemi proposal.

Qatalyst Partners LP and Needham & Company, LLC are acting as financial advisors to PMC and Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal advisor.

About PMC

PMC (NASDAQ: PMCS) is the semiconductor and software solutions innovator transforming networks that connect, move and store big data. Building on a track record of technology leadership, PMC is driving innovation across storage, optical and mobile networks. PMC’s highly integrated solutions increase performance and enable next-generation services to accelerate the network transformation. For more information, visit www.pmcs.com. Follow PMC on Facebook, Twitter, LinkedIn and RSS.

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Source: PMC