Skyworks and PMC-Sierra Announce Amended and Restated Merger Agreement

Skyworks Solutions, Inc. and PMC-Sierra, Inc. have entered into an amended and restated merger agreement under which Skyworks has agreed to acquire PMC for $11.60 in cash per share of PMC common stock, an increase from its previous agreement to acquire PMC for $10.50 in cash per share of PMC common stock.

The amended and restated merger agreement also provides for an increase in the termination fee from $70.0 million to $88.5 million.

All other material terms of the merger agreement previously announced on October 5, 2015, remain substantially the same.

Skyworks proposed the amended and restated merger agreement in response to Microsemi Corporation‘s proposal to acquire PMC for $8.75 in cash and 0.0736 of a share of Microsemi common stock per share of PMC common stock.

The boards of directors of Skyworks and PMC have each approved the amended and restated merger agreement. PMC’s board of directors has determined that as a result of the amended and restated merger agreement with Skyworks, Microsemi’s proposal is not superior and recommends the amended and restated merger agreement with Skyworks to PMC stockholders.

As previously announced, Skyworks intends to fund the acquisition with cash on hand from the combined companies and with fully committed debt financing. The closing of the transaction is not subject to financing conditions.

The transaction is expected to close in the first half of calendar 2016, subject to PMC shareholder approval, receipt of regulatory approvals and other customary closing conditions.