Montage Tech Sends Revised Binding Offer & Merger Deal To Pericom Semiconductor

(RTTNews) - Montage Technology Group Limited announced that it has sent to Pericom Semiconductor Corp. (PSEM) a revised binding offer and merger agreement with significantly enhanced terms to acquire all of the outstanding shares of Pericom. Montage urged Pericom shareholders to Vote "AGAINST" the Diodes Acquisition Proposal on the GOLD proxy card TODAY.

Montage believes that its $18.50 per share cash offer is clearly superior to the $17.00 per share Diodes Incorporated proposal. Montage's $18.50 offer is 9% higher than the Diodes proposal and 52% higher than Pericom's unaffected closing price on September 2, 2015.

Montage said it has doubled its proposed reverse break-up fee from $21.5 million to $43.0 million, representing 10% of the transaction value. The reverse break-up fee would be payable to Pericom should Montage fail to obtain required regulatory approval or financing for the transaction. Montage has committed to depositing the reverse break-up fee into an escrow account with Citibank in New York.

Montage noted that its offer is no longer conditioned on any regulatory closing conditions, and has removed closing conditions relating to antitrust, Taiwan and the Committee on Foreign Investment in the United States ("CFIUS") regulatory approvals and clearances. Therefore, Montage is assuming all risk with regard to all regulatory approvals and clearances.

Montage's offer is not subject to any financing conditions and the company has previously agreed to "hell or high water" obligations. Montage also remains willing to pay the Diodes break-up fee of $15 million, preserving the full 9% premium for Pericom shareholders.