Pericom Rejects Montage's Increased Offer; Supports Diodes Deal

(RTTNews) - Pericom Semiconductor Corp. (PSEM) announced that its board rejected the unsolicited revised acquisition offer that Pericom received from Montage Technology Group Limited today, which revised offer increased the per share purchase price for a Pericom-Montage transaction to $19.00 per share from $18.50 per share.

The Pericom Board consulted with its independent financial advisors and outside legal counsel and unanimously determined that Montage's revised offer still suffers from the fundamental flaws and significant risks that plagued its previous offers, including financing, regulatory and other risks that make Montage's ability to close a transaction substantially uncertain and significantly less likely than the closing of the transactions contemplated by Pericom's previously announced Merger Agreement with Diodes Inc. (DIOD).

According to Pericom, the transaction with Diodes is expected to close within a matter of days, at which point shareholders would be able to immediately reinvest the proceeds of the sale and potentially earn returns instead of waiting for another, less certain transaction to go through a protracted regulatory approval process and possibly never even close.

The Pericom Board unanimously reaffirmed its recommendation that shareholders vote the WHITE proxy card "FOR" the Diodes Merger Agreement to lock in the substantial premium that would be realized upon the prompt closing of the Diodes Merger Agreement.

Diodes' $17.75 per share all-cash offer is backed by a fully-funded credit agreement and term loan from Bank of America. The $17.75 per share purchase price represents a 46% premium to Pericom's unaffected closing price on September 2, 2015, and exceeds the five-year trading high in Pericom shares by 8%. The Diodes transaction is not subject to any regulatory approvals and is expected to close in the fourth quarter of 2015, subject only to approval by Pericom shareholders at Pericom's Special Meeting of Shareholders, scheduled for November 20, 2015.

Responding to the rejection of the offer, Montage Technology Group Limited said it is shocked that Pericom's Board of Directors would act so quickly to deny its shareholders the opportunity to receive a full $1.25 more per share than they would receive in the inferior transaction with Diodes. The Pericom Board continues to employ scare tactics and fear mongering, despite the fact that a Montage-Pericom transaction is indisputably superior to the Diodes-Pericom transaction.

Montage urge Pericom shareholders to protect their right to receive the highest available cash price - now $19.00 per share - for their investment by voting against the inferior Diodes transaction.