Montage Technology Group Offers To Acquire Pericom Semiconductor For $18.50/Shr

(RTTNews) - Montage Technology Group Limited, a global fabless provider of analog and mixed-signal semiconductor solutions addressing the home entertainment and cloud computing markets, announced that it proposed an offer to acquire 100% of the outstanding stock of Pericom Semiconductor Corporation (PSEM) at a price of $18.50 per share in cash to Pericom shareholders, in a transaction valued at about $430 million.

This transaction would provide Pericom shareholders with a substantially superior valuation to the $17.00 per share offer announced by Diodes Incorporated on September 3, 2015, and clearly constitutes a "Superior Proposal" under Pericom's merger agreement with Diodes.

Montage Technology's offer of $18.50 per share in cash represents a highly attractive premium of about 52% to the unaffected closing price on September 2, 2015 and a premium of approximately 9% to Diodes' offer.

Montage Technology is further offering to provide Pericom with a reverse break-up fee in an amount equal to 5% of the transaction equity value if the deal does not close within 5 business days of all conditions being met.

Furthermore, in addition to the substantial premium to Pericom shareholders, Montage Technology is willing to pay to Diodes at the signing of a transaction with Pericom, on behalf of Pericom, the Diodes break-up fee of $15 million.

Montage Technology urges Pericom shareholders to contact Pericom to make clear that the Pericom Board of Directors should endorse the $18.50 per share in cash proposal by Montage Technology which is clearly superior to the Diodes merger agreement.