Microsemi and PMC Agree on Acquisition

Microsemi Corporation and PMC-Sierra entered into a definitive agreement under which Microsemi will acquire PMC for $9.22 in cash and 0.0771 of a share of Microsemi common stock for each share of PMC common stock through an exchange offer. The transaction is valued at approximately $2.5 billion and represents a 77.4 percent percent premium to the closing price of PMC's stock as of Sept. 30, 2015.

"We are pleased PMC has accepted our compelling strategic offer, which clearly benefits shareholders of both Microsemi and PMC. We can now shift our focus to realizing the significant synergies identified during our comprehensive analysis," said James J. Peterson, Microsemi's chairman and CEO. "As we have previously stated, this acquisition will provide Microsemi with a leading position in high performance and scalable storage solutions, while also adding a complementary portfolio of high-value communications products."

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 expected to be realized in the first full quarter of combined operations. Microsemi currently estimates approximately $0.60 of non-GAAP EPS accretion in the first full year after closing the transaction.

Terms of the agreement were approved by the boards of directors of both Microsemi and PMC.

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