Microsemi Increased Proposal to Acquire PMC-Sierra to $2.3 Billion

Microsemi Corporation has increased its proposal to acquire PMC-Sierra, Inc. in a cash and stock transaction.

Under the terms of Microsemi’s proposal, PMC shareholders would receive $9.22 in cash and 0.0771x of a share of Microsemi common stock for each share of PMC common stock. The implied enterprise value is $2.3 billion, net of PMC’s net cash balance as of Sept. 27, 2015. Based on the closing stock price of Microsemi on Nov. 17, 2015, the transaction is valued at $12.05 per PMC share.

“The board of PMC chose not to recommend to their shareholders our previous proposal, which was $0.17 per share higher than the existing offer from Skyworks,” said James J. Peterson, Microsemi’s chairman and CEO. “Our revised offer delivers even more value to shareholders and we have addressed PMC’s preference in increasing the cash component of our proposal. Because we are not subject to the same uncertainty regarding regulatory approvals, our unique ability to close this transaction represents the best approach to realizing the value of PMC in a timely manner, consistent with the board’s fiduciary responsibility to its shareholders.”

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

Real also:
PMC-Sierra Into Discussion With Microsemi for Acquisition
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2015.11.02 | Press Release
PMC-Sierra Receives Unsolicited Proposal From Microsemi to Be Acquired
Superior offering compared to Skyworks
2015.10.21 | Press Release