Investors and security holders will be able to obtain free copies of the proxy statement or the Recommendation Statement on Schedule 14D-9, as applicable, and relevant other documents filed with the SEC by PMC, Skyworks and/or Microsemi through the website maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the proxy statement, Recommendation Statement on Schedule 14D-9 and the other relevant documents filed with the SEC by PMC from PMC by contacting Joel Achramowicz at (408) 239-8630.
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.
Forward-Looking Statements
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 $11.88 per share of PMC common stock based on the closing price of Microsemi stock on Oct. 29, 2015, and the statement that PMC’s board of directors has not made a determination as to whether the Microsemi proposal constitutes or would be reasonably likely to lead to a Superior Proposal under the terms of PMC’s merger agreement with Skyworks.
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, 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.