PMC-Sierra To Engage In Discussions With Microsemi

(RTTNews) - PMC-Sierra, Inc. (PMCS) announced the company's board believes, after consultation with financial advisors and outside legal counsel, that the Microsemi proposal would reasonably be expected to lead to a Superior Proposal. The Board believes the failure to participate in discussions with Microsemi would reasonably be expected to be inconsistent with fiduciary duties, so it has determined to engage in discussions with Microsemi.

PMC's board noted that it continues to recommend the amended and restated merger agreement with Skyworks to its stockholders. PMC said its board is currently evaluating Microsemi's proposal.

Under the Microsemi's proposal, PMC stockholders would receive $9.04 in cash and 0.0771 of a share of Microsemi common stock for each share of PMC common stock held at the close of the transaction. The Microsemi proposal was valued at $11.88 per share of PMC common stock. PMC had previously announced that it had entered into an amended and restated merger agreement with Skyworks Solutions, Inc. (SWKS) pursuant to which Skyworks would acquire all of the outstanding shares of PMC common stock for $11.60 per share in an all-cash transaction.