MILPITAS, CA — (Marketwired) — 09/30/15 — Pericom Semiconductor Corporation (“Pericom”) (NASDAQ: PSEM), a leading supplier of high performance connectivity and timing solutions, today announced that the Company–s Board of Directors is in the process of evaluating a revised unsolicited acquisition offer from Montage Technology Group Ltd (“Montage”) received on September 30, 2015, including the proposed financing arrangements and the enforceability of such arrangements, the expected regulatory requirements and issues, and the certainty and timing of closing of the proposed transaction. This follows an initial offer from Montage received by the Company on September 17, 2015, described in Pericom–s preliminary proxy statement filed with the SEC.
At this time, Pericom–s Board of Directors is not withholding, withdrawing, qualifying, amending or modifying its recommendation with respect to the Merger Agreement with Diodes Incorporated, and also is not making any recommendation with respect to the revised unsolicited offer by Montage Technology Group Ltd.
Consistent with its fiduciary duties to the Company–s shareholders, the Pericom Board of Directors will continue to consult with its financial advisors and legal counsel to determine whether the revised unsolicited offer from Montage on September 30, 2015, either constitutes or might reasonably be expected to lead to a Superior Proposal, as defined in the Merger Agreement with Diodes Incorporated.
Pericom and its Board of Directors plans to provide additional updates on its evaluation progress as appropriate.
Pericom Semiconductor Corporation (NASDAQ: PSEM) enables serial connectivity with the industry–s most complete solutions for the computing, communications, consumer and embedded market segments. Pericom–s analog, digital and mixed-signal integrated circuits, along with its frequency control products are essential in the timing, switching, bridging and conditioning of high-speed signals required by today–s ever-increasing speed and bandwidth demanding applications. Company headquarters is in Milpitas, California, with design centers and technical sales and support offices globally.
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements concerning the offers from Montage including whether the revised unsolicited offer from Montage constitutes or is reasonably expected to constitute a superior proposal and the outcome of any discussions or negotiations with respect to such offer are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those anticipated. Such risks and uncertainties include the outcome of any discussions or negotiations, the outcome of any existing or future litigation involving the acquisition transaction or other matters or other risks listed from time to time in Pericom–s filings with the SEC on Forms 10-K, 10-Q and 8-K. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof. Pericom assumes no obligation to update or revise the forward-looking statements in this press release because of new information, future events, or otherwise.
In connection with its proposed acquisition by Diodes, Pericom filed with the SEC a preliminary proxy statement with the SEC. A definitive proxy statement has not been filed with the SEC or otherwise made available. Pericom intends to mail the definitive proxy statement to the shareholders of the Company when it becomes available. BEFORE MAKING ANY VOTING DECISION, PERICOM–S SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND THOSE OTHER MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The proxy statement and other relevant materials (when they become available), and any other documents filed by Pericom with the SEC, may be obtained free of charge at the SEC–s website at . In addition, security holders will be able to obtain free copies of the proxy statement from Pericom by contacting Pericom–s Investor Relations by telephone at (408) 232-9100, or by mail to Investor Relations Department, Pericom Semiconductor Corporation, 1545 Barber Lane, Milpitas, California 95035 or by going to Pericom–s Investor Relations page on its corporate website at .
Pericom Semiconductor
Kevin Bauer
CFO
P: 408-232-9100
E:
Shelton Group
Brett Perry
Managing Director
P: 214-272-0070
Leanne K. Sievers
EVP
P: 949-224-3874
E:
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