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Delaware
|
| |
95-2110371
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|
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(State or other jurisdiction of incorporation or organization)
|
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(IRS Employer Identification No.)
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|
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John W. Hohener
Executive Vice President, Chief Financial Officer, Secretary and Treasurer Microsemi Corporation One Enterprise Aliso Viejo, California 92656 (949) 380-6100 |
| |
Warren Lazarow
Steven Tonsfeldt Paul Scrivano O’Melveny & Myers LLP 2765 Sand Hill Road Menlo Park, California 94025 (650) 473-2600 |
| |
Alinka Flaminia
Vice President, General Counsel and Corporate Secretary PMC-Sierra, Inc. 1380 Bordeaux Drive Sunnyvale, California 94089 (408) 239-8000 |
| |
Kenton J. King
Amr Razzak Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue Palo Alto, California 94301 (650) 470-4500 |
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| Large accelerated filer | | | ☒ | | | Accelerated filer | | | ☐ | |
| Non-accelerated filer | | | ☐ (Do not check if a smaller reporting company) | | | Smaller reporting company | | | ☐ | |
| | | | | | | | | | | | | | | | | | | | | | | | | | ||||
Title of each class of securities to be registered
|
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Amount to be
registered |
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Proposed maximum
offering price per unit |
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Proposed maximum
aggregate offering price |
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Amount of
registration fee |
| ||||||||||||||||
Common stock, par value $0.20 per share
|
| | | | 18,988,839(1) | | | | | | N/A | | | | | $ | 614,291,006.68(2) | | | | | $ | 61,859.10(3) | | | ||||
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| | | | A-1 | | | |
| | | | B-1 | | | |
| | | | C-1 | | | |
| | | | D-1 | | |
| | |
Per-Share
PMC Closing Price |
| |
Per-Share
Microsemi Closing Price |
| |
Implied
Transaction Value of PMC Share |
| |||||||||
September 30, 2015
|
| | | $ | 6.77 | | | | | $ | 32.82 | | | | | $ | 11.75 | | |
October 5, 2015
|
| | | $ | 7.69 | | | | | $ | 34.03 | | | | | $ | 11.84 | | |
November 17, 2015
|
| | | $ | 11.65 | | | | | $ | 36.74 | | | | | $ | 12.05 | | |
November 23, 2015
|
| | | $ | 11.86 | | | | | $ | 36.21 | | | | | $ | 12.01 | | |
December 15, 2015
|
| | | $ | 11.62 | | | | | $ | 32.70 | | | | | $ | 11.74 | | |
| |
The information agent for the offer is:
|
| |
| |
|
| |
| |
D.F. King & Co., Inc.
An ASTOne Company 48 Wall Street New York, NY 10005 |
| |
| |
Stockholders May Call Toll Free: (800) 467-0821
E-mail: infoagent@dfking.com |
| |
| | |
Year Ended
|
| |||||||||||||||||||||||||||
| | |
September 27,
2015 |
| |
September 28,
2014 |
| |
September 29,
2013 |
| |
September 30,
2012 |
| |
October 2,
2011 |
| |||||||||||||||
| | |
(amounts in millions)
|
| |||||||||||||||||||||||||||
Selected Consolidated Income Statement Data:
|
| | | | | | |||||||||||||||||||||||||
Net sales
|
| | | $ | 1,245.6 | | | | | $ | 1,138.3 | | | | | $ | 975.9 | | | | | $ | 1,012.5 | | | | | $ | 835.9 | | |
Cost of sales
|
| | | | 561.3 | | | | | | 526.8 | | | | | | 418.7 | | | | | | 459.9 | | | | | | 394.7 | | |
Gross profit
|
| | | | 684.3 | | | | | | 611.5 | | | | | | 557.2 | | | | | | 552.6 | | | | | | 441.2 | | |
Operating Expenses | | | | | | | |||||||||||||||||||||||||
Selling, general and administrative
|
| | | | 249.5 | | | | | | 241.0 | | | | | | 202.5 | | | | | | 212.3 | | | | | | 187.5 | | |
Research and development costs
|
| | | | 200.3 | | | | | | 192.0 | | | | | | 170.6 | | | | | | 168.5 | | | | | | 114.2 | | |
Amortization of intangible benefits
|
| | | | 96.5 | | | | | | 92.8 | | | | | | 84.8 | | | | | | 104.8 | | | | | | 62.4 | | |
Restructuring and severance charges
|
| | | | 15.4 | | | | | | 31.5 | | | | | | 9.9 | | | | | | 8.6 | | | | | | 22.1 | | |
Total operating expenses
|
| | | | 561.7 | | | | | | 557.3 | | | | | | 467.8 | | | | | | 494.3 | | | | | | 386.2 | | |
Operating income
|
| | | $ | 122.6 | | | | | $ | 54.2 | | | | | $ | 89.4 | | | | | $ | 58.3 | | | | | $ | 55.0 | | |
Other (expenses) | | | | | | | |||||||||||||||||||||||||
Interest expense, net
|
| | | | (27.3) | | | | | | (27.8) | | | | | | (30.2) | | | | | | (39.6) | | | | | | 16.2 | | |
Other expense, net
|
| | | | 1.6 | | | | | | (2.5) | | | | | | (3.1) | | | | | | (33.5) | | | | | | 16.7 | | |
Total other expense
|
| | | | (25.7) | | | | | | (30.3) | | | | | | (33.3) | | | | | | (73.1) | | | | | | (32.9) | | |
Income before income taxes
|
| | | | 96.9 | | | | | | 23.9 | | | | | | 56.1 | | | | | | 14.7 | | | | | | 22.1 | | |
Provision for income taxes
|
| | | | 12.3 | | | | | | 0.8 | | | | | | 12.4 | | | | | | 15.0 | | | | | | 33.7 | | |
Net income (loss)
|
| | | $ | 84.6 | | | | | $ | 23.1 | | | | | $ | 43.7 | | | | | $ | (29.7) | | | | | $ | 55.7 | | |
Balance Sheet Data (at end of period) | | | | | | | |||||||||||||||||||||||||
Cash and cash equivalents
|
| | | $ | 256.4 | | | | | $ | 162.2 | | | | | $ | 256.4 | | | | | $ | 204.3 | | | | | $ | 266.6 | | |
Working capital
|
| | | $ | 535.0 | | | | | $ | 457.4 | | | | | $ | 489.4 | | | | | $ | 404.9 | | | | | $ | 424.2 | | |
Total assets
|
| | | $ | 2,450.1 | | | | | $ | 2,056.4 | | | | | $ | 1,912.7 | | | | | $ | 1,934.6 | | | | | $ | 1,482.5 | | |
Total credit facility principal
|
| | | $ | 998.0 | | | | | $ | 698.0 | | | | | $ | 676.0 | | | | | $ | 776.0 | | | | | $ | 372.6 | | |
Long-term liabilities
|
| | | $ | 1,041.3 | | | | | $ | 779.6 | | | | | $ | 747.4 | | | | | $ | 850.2 | | | | | $ | 436.7 | | |
Stockholders’ equity
|
| | | $ | 1,207.2 | | | | | $ | 1,115.6 | | | | | $ | 1,032.1 | | | | | $ | 928.0 | | | | | $ | 892.1 | | |
| | |
Nine Months Ended
|
| |
Year Ended
|
| |||||||||||||||||||||||||||||||||||||||||||
| | |
September 26,
2015 |
| |
September 27,
2014 |
| |
December 27,
2014 |
| |
December 28,
2013 |
| |
December 29,
2012 |
| |
December 31,
2011 |
| |
December 26,
2010 |
| ||||||||||||||||||||||||||||
| | |
(in millions)
|
| ||||||||||||||||||||||||||||||||||||||||||||||
STATEMENT OF OPERATIONS DATA:
|
| | | | | | | | ||||||||||||||||||||||||||||||||||||||||||
Net revenues
|
| | | $ | 391.4 | | | | | $ | 388.8 | | | | | $ | 525.6 | | | | | $ | 508.0 | | | | | $ | 531.0 | | | | | $ | 654.3 | | | | | $ | 635.1 | | | |||||||
Cost of revenues
|
| | | | 116.4 | | | | | | 114.7 | | | | | | 155.4 | | | | | | 149.2 | | | | | | 158.9 | | | | | | 211.2 | | | | | | 203.7 | | | |||||||
Gross profit
|
| | | | 275.0 | | | | | | 274.1 | | | | | | 370.2 | | | | | | 358.8 | | | | | | 372.1 | | | | | | 443.1 | | | | | | 431.4 | | | |||||||
Research and development, net
|
| | | | 152.0 | | | | | | 148.0 | | | | | | 198.9 | | | | | | 211.0 | | | | | | 220.9 | | | | | | 227.1 | | | | | | 187.5 | | | |||||||
Selling, general and administrative
|
| | | | 88.5 | | | | | | 87.6 | | | | | | 117.0 | | | | | | 112.8 | | | | | | 112.5 | | | | | | 118.6 | | | | | | 104.1 | | | |||||||
Amortization of purchased intangible assets
|
| | | | 27.8 | | | | | | 32.2 | | | | | | 43.2 | | | | | | 48.2 | | | | | | 45.3 | | | | | | 44.2 | | | | | | 29.9 | | | |||||||
Impairment of goodwill and purchased
intangible assets |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 274.6 | | | | | | — | | | | | | — | | | |||||||
Restructuring costs and other
charges |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 0.4 | | | |||||||
Income (loss) from operations
|
| | | | 6.7 | | | | | | 6.3 | | | | | | 11.1 | | | | | | (13.2) | | | | | | (281.2) | | | | | | 53.2 | | | | | | 109.5 | | | |||||||
Revaluation of liability for contingent consideration
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 29.4 | | | | | | — | | | |||||||
Gain on investment securities and other investments
|
| | | | 0.1 | | | | | | 0.1 | | | | | | 0.2 | | | | | | 1.9 | | | | | | 1.5 | | | | | | 0.9 | | | | | | 4.0 | | | |||||||
Amortization of debt issue costs
|
| | | | (0.2) | | | | | | (0.2) | | | | | | (0.2) | | | | | | (0.1) | | | | | | (0.2) | | | | | | (0.2) | | | | | | (0.2) | | | |||||||
Accretion of discount on short-term and long-term obligations
|
| | | | (0.6) | | | | | | — | | | | | | (0.4) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||||||
Foreign exchange gain (loss)
|
| | | | 4.1 | | | | | | 0.6 | | | | | | 3.5 | | | | | | 4.0 | | | | | | (1.5) | | | | | | 0.3 | | | | | | (2.4) | | | |||||||
Interest income (expense), net
|
| | | | 0.6 | | | | | | 0.3 | | | | | | 0.3 | | | | | | 0.9 | | | | | | (1.6) | | | | | | (2.3) | | | | | | (1.2) | | | |||||||
Gain on investment in Wintegra, Inc.
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4.5 | | | |||||||
Provision for income taxes
|
| | | | (7.9) | | | | | | (9.4) | | | | | | (14.4) | | | | | | (25.8) | | | | | | (37.3) | | | | | | (9.9) | | | | | | (37.1) | | | |||||||
Net income (loss)
|
| | | $ | 2.8 | | | | | $ | (2.3) | | | | | $ | 0.1 | | | | | $ | (32.3) | | | | | $ | (320.3) | | | | | $ | 71.4 | | | | | $ | 77.1 | | | |||||||
|
| | |
As of
|
| |||||||||||||||||||||||||||||||||
| | |
September 26,
2015 |
| |
December 27,
2014 |
| |
December 28,
2013 |
| |
December 29,
2012 |
| |
December 31,
2011 |
| |
December 26,
2010 |
| ||||||||||||||||||
| | |
(in millions)
|
| |||||||||||||||||||||||||||||||||
BALANCE SHEET DATA: | | | | | | | | ||||||||||||||||||||||||||||||
Working capital
|
| | | $ | 98.7 | | | | | $ | 148.9 | | | | | $ | 89.7 | | | | | $ | 187.4 | | | | | $ | 216.8 | | | | | $ | 110.6 | | |
Cash and cash equivalents
|
| | | | 73.1 | | | | | | 112.6 | | | | | | 100.0 | | | | | | 170.0 | | | | | | 182.6 | | | | | | 203.1 | | |
Short-term investments
|
| | | | 42.3 | | | | | | 45.9 | | | | | | 10.9 | | | | | | 11.4 | | | | | | 104.4 | | | | | | 98.8 | | |
Long-term investment securities
|
| | | | 134.4 | | | | | | 107.5 | | | | | | 103.4 | | | | | | 91.8 | | | | | | 226.6 | | | | | | 281.7 | | |
Total assets
|
| | | | 821.5 | | | | | | 869.1 | | | | | | 850.0 | | | | | | 899.3 | | | | | | 1,418.5 | | | | | | 1,548.9 | | |
Credit facility and short-term
loan |
| | | | 30.0 | | | | | | — | | | | | | 30.0 | | | | | | — | | | | | | — | | | | | | 181.0 | | |
Convertible notes
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 65.1 | | | | | | 61.6 | | |
Long-term obligations
|
| | | | 28.4 | | | | | | 36.3 | | | | | | 11.1 | | | | | | 22.8 | | | | | | 1.3 | | | | | | 8.9 | | |
Stockholders’ equity
|
| | | | 579.1 | | | | | | 626.5 | | | | | | 586.8 | | | | | | 648.7 | | | | | | 1,109.5 | | | | | | 1,031.3 | | |
| | |
Pro Forma
|
| ||||
| | |
Fiscal Year Ended
September 27, 2015 |
| ||||
| | |
(unaudited)
|
| ||||
Statement of Operations Data ($ in millions): | | | ||||||
Net sales
|
| | | $ | 1,823.1 | | | |
Cost of sales
|
| | | | 787.8 | | | |
Gross profit
|
| | | | 1,035.3 | | | |
Operating expenses: | | | ||||||
Selling, general and administrative
|
| | | | 379.4 | | | |
Research and development costs
|
| | | | 420.6 | | | |
Amortization of intangible assets
|
| | | | 218.9 | | | |
Restructuring and severance charges
|
| | | | 29.6 | | | |
Total operating expenses
|
| | | | 1,048.5 | | | |
Operating income
|
| | | | (13.2) | | | |
Other (expenses): | | | ||||||
Interest expense, net
|
| | | | (128.4) | | | |
Other expense, net
|
| | | | 8.7 | | | |
Total other expense
|
| | | | (119.7) | | | |
Income before income taxes
|
| | | | (132.9) | | | |
Benefit from income taxes
|
| | | | (65.0) | | | |
Net loss
|
| | | $ | (67.9) | | | |
|
| | |
Pro Forma
|
| |||
| | |
Fiscal Year Ended
September 27, 2015 |
| |||
| | |
(unaudited)
|
| |||
Balance Sheet Data (at end of period, $ in millions): | | | |||||
Cash and cash equivalents
|
| | | | 98.7 | | |
Working capital(1)
|
| | | | 437.2 | | |
Total assets
|
| | | | 5,088.5 | | |
Total debt
|
| | | | 2,672.8 | | |
Stockholders’ equity
|
| | | | 1,712.4 | | |
| | |
Microsemi
Historical |
| |
PMC
Historical(1) |
| |
Pro Forma
Combined |
| |
Pro Forma
Equivalent PMC Share(2) |
| ||||||||||||
Net income (loss) per share attributable to
common stockholders for the fiscal year ended September 27, 2015 for Microsemi and the twelve months ended September 26, 2015 for PMC: |
| | | | | ||||||||||||||||||||
Basic earnings (loss) per share
|
| | | $ | 0.90 | | | | | $ | 0.03 | | | | | $ | (0.61) | | | | | $ | (0.05) | | |
Diluted earnings (loss) per share
|
| | | $ | 0.88 | | | | | $ | 0.03 | | | | | $ | (0.61) | | | | | $ | (0.05) | | |
Cash dividends declared per share for the
fiscal year ended September 27, 2015 for Microsemi and the twelve months ended September 26, 2015 for PMC: |
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Book value per share as of September 27, 2015 for Microsemi and September 26, 2015 for PMC:
|
| | | $ | 12.69 | | | | | $ | 2.96 | | | | | $ | 15.43 | | | | | $ | 1.19 | | |
Selected Company
|
| |
CY2016E P/E Multiple
|
| |||
Avago Technologies Ltd.
|
| | | | 12.8x | | |
EZchip Semiconductor Ltd.
|
| | | | 14.2x(1) | | |
Integrated Device Technology Inc.
|
| | | | 18.9x | | |
Inphi Corporation
|
| | | | 25.9x | | |
Mellanox Technologies, Ltd.
|
| | | | 15.2x | | |
Marvell Technology Group Ltd.
|
| | | | 12.0x | | |
Microsemi Corporation
|
| | | | 11.1x | | |
QLogic Corporation
|
| | | | 13.4x | | |
Semtech Corporation
|
| | | | 16.0x | | |
Xilinx, Inc.
|
| | | | 22.3x | | |
Announcement Date
|
| |
Target
|
| |
Acquirer
|
| |
Transaction Multiples
|
| |||
|
Revenue NTM
|
| |
P/E NTM
|
| ||||||||
November 18, 2015 | | | Fairchild Semiconductor International, Inc. | | | ON Semiconductor Corporation | | |
1.7x
|
| |
18.8x
|
|
November 9, 2015 | | | Pericom Semiconductor Corporation | | | Diodes Incorporated | | |
2.1x
|
| |
19.9x
|
|
October 21, 2015 | | | SanDisk Corporation | | | Western Digital Corporation | | |
3.1x
|
| |
25.3x
|
|
September 30, 2015 | | | EZchip Semiconductor Ltd. | | | Mellanox Technologies, Ltd. | | |
4.8x
|
| |
16.2x
|
|
September 20, 2015 | | | Atmel Corporation | | |
Dialog Semiconductor plc
|
| |
3.7x
|
| |
29.8x
|
|
June 11, 2015 | | | Integrated Silicon Solution, Inc. | | | Uphill Investment Co. | | |
1.9x
|
| |
24.5x
|
|
June 1, 2015 | | | Altera Corporation | | | Intel Corporation | | |
7.7x
|
| |
42.5x
|
|
Announcement Date
|
| |
Target
|
| |
Acquirer
|
| |
Transaction Multiples
|
| |||
|
Revenue NTM
|
| |
P/E NTM
|
| ||||||||
May 28, 2015 | | | Broadcom Corporation | | | Avago Technologies Ltd. | | |
3.8x
|
| |
19.0x
|
|
May 7, 2015 | | | Micrel Incorporated | | | Microchip Technology Inc. | | |
3.0x
|
| |
42.4x
|
|
April 30, 2015 | | | OmniVision Technologies, Inc. | | | Consortium led by Hua Capital Management Co., Ltd | | |
1.0x
|
| |
22.0x
|
|
March 2, 2015 | | | Freescale Semiconductor, Ltd. | | |
NXP Semiconductor N.V.
|
| |
3.4x
|
| |
18.1x
|
|
February 25, 2015 | | | Emulex Corporation | | | Avago Technologies Ltd. | | |
1.5x
|
| |
14.3x
|
|
January 27, 2015 | | | Silicon Image, Inc. | | | Lattice Semiconductor Corporation | | |
1.9x
|
| |
36.9x
|
|
December 1, 2014 | | | Spansion Inc. | | | Cypress Semiconductor Corporation | | |
1.5x
|
| |
16.8x
|
|
October 14, 2014 | | | CSR plc | | | Qualcomm Incorporated | | |
2.9x
|
| |
27.1x
|
|
August 20, 2014 | | | International Rectifier Corporation | | |
Infineon Technologies AG
|
| |
2.0x
|
| |
26.3x
|
|
June 9, 2014 | | | Hittite Microwave Corporation | | | Analog Devices, Inc. | | |
6.6x
|
| |
31.6x
|
|
February 24, 2014 | | | TriQuint Semiconductor, Inc. | | | RF Micro Devices, Inc. | | |
1.8x
|
| |
32.4x
|
|
December 16, 2013 | | | LSI Corporation | | | Avago Technologies Ltd. | | |
2.7x
|
| |
17.1x
|
|
August 15, 2013 | | | Volterra Semiconductor Corporation | | | Maxim Integrated Products Inc. | | |
3.1x
|
| |
30.5x
|
|
July 12, 2013 | | | Spreadtrum Communications, Inc. | | | Tsinghua Holdings Co., Ltd. | | |
1.6x
|
| |
10.6x
|
|
June 22, 2012 | | |
Mstar Semiconductor, Inc.
|
| | MediaTek Inc. | | |
2.1x
|
| |
15.8x
|
|
May 2, 2012 | | | Standard Microsystems Corporation | | | Microchip Technology Inc. | | |
1.8x
|
| |
22.1x
|
|
September 22, 2011 | | | Zarlink Semiconductor Inc. | | | Microsemi Corporation | | |
2.0x
|
| |
22.5x
|
|
September 12, 2011 | | | NetLogic Microsystems, Inc. | | | Broadcom Corporation | | |
8.3x
|
| |
29.2x
|
|
April 4, 2011 | | | National Semiconductor Corporation | | | Texas Instruments Incorporated | | |
4.4x
|
| |
21.5x
|
|
January 5, 2011 | | | Atheros Communications, Inc. | | | Qualcomm Incorporated | | |
3.5x
|
| |
23.5x
|
|
October 4, 2010 | | | Actel Corporation | | | Microsemi Corporation | | |
1.8x
|
| |
15.0x
|
|
December 13, 2007 | | | AMIS Holdings Inc. | | | ON Semiconductor Corporation | | |
1.7x
|
| |
13.3x
|
|
August 13, 2007 | | |
Sirenza Microdevices Inc.
|
| | RF Micro Devices, Inc. | | |
4.2x
|
| |
22.8x
|
|
December 4, 2006 | | | Agere Systems Inc. | | | LSI Corporation | | |
2.5x
|
| |
22.6x
|
|
September 15, 2006 | | | Freescale Semiconductor Inc. | | | Investor Group | | |
2.4x
|
| |
20.3x
|
|
| | |
Selected Companies
|
| |
PMC Implied by Merger
|
| ||||||||||||||||||||||||||||||
| | |
High
|
| |
Low
|
| |
Mean
|
| |
Median
|
| |
Street Case
|
| |
Target Case
|
| ||||||||||||||||||
Enterprise value to LTM revenues
|
| | | | 5.8x | | | | | | 1.5x | | | | | | 3.6x | | | | | | 4.0x | | | | | | 4.3x | | | | | | 4.3x | | |
Enterprise value to projected CY 2015 revenues
|
| | | | 5.4x | | | | | | 1.5x | | | | | | 3.6x | | | | | | 4.0x | | | | | | 4.3x | | | | | | 4.2x | | |
Enterprise value to projected CY 2016 revenues
|
| | | | 4.9x | | | | | | 1.5x | | | | | | 3.3x | | | | | | 3.4x | | | | | | 4.1x | | | | | | 4.0x | | |
Enterprise value to projected CY 2017 revenues
|
| | | | 4.3x | | | | | | 1.6x | | | | | | 3.2x | | | | | | 3.2x | | | | | | 3.8x | | | | | | 3.5x | | |
Enterprise value to LTM adjusted EBITDA
|
| | | | 36.1x | | | | | | 6.2x | | | | | | 14.8x | | | | | | 11.8x | | | | | | 19.8x | | | | | | 19.8x | | |
Enterprise value to projected CY 2015 adjusted EBITDA
|
| | | | 28.6x | | | | | | 7.1x | | | | | | 15.4x | | | | | | 13.2x | | | | | | 13.9x | | | | | | 17.8x | | |
Enterprise value to projected CY 2016 adjusted EBITDA
|
| | | | 19.1x | | | | | | 5.2x | | | | | | 11.6x | | | | | | 11.1x | | | | | | 11.7x | | | | | | 13.2x | | |
| | |
Selected Companies
|
| |
PMC Implied by Merger
|
| ||||||||||||||||||||||||||||||
| | |
High
|
| |
Low
|
| |
Mean
|
| |
Median
|
| |
Street Case
|
| |
Target Case
|
| ||||||||||||||||||
Enterprise value to projected CY 2017 adjusted EBITDA
|
| | | | 10.9x | | | | | | 6.5x | | | | | | 9.2x | | | | | | 9.6x | | | | | | 10.9x | | | | | | 10.9x | | |
Price to LTM adjusted EPS
|
| | | | 38.3x | | | | | | 22.2x | | | | | | 29.2x | | | | | | 28.2x | | | | | | 27.5x | | | | | | 27.5x | | |
Price to projected CY 2015 adjusted EPS
|
| | | | 31.6x | | | | | | 13.8x | | | | | | 20.4x | | | | | | 20.3x | | | | | | 25.6x | | | | | | 24.0x | | |
Price to projected CY 2016 adjusted EPS
|
| | | | 25.2x | | | | | | 12.9x | | | | | | 17.3x | | | | | | 16.4x | | | | | | 18.5x | | | | | | 17.1x | | |
Price to projected CY 2017 adjusted EPS
|
| | | | 19.8x | | | | | | 11.2x | | | | | | 15.7x | | | | | | 16.2x | | | | | | 16.2x | | | | | | 13.9x | | |
Close Date
|
| |
Acquirer
|
| |
Target
|
|
August 3, 2015 | | | Microchip Technology Incorporated | | | Micrel, Incorporated | |
July 2, 2015 | | | Knowles Corporation | | | Audience, Inc. | |
May 5, 2015 | | | Avago Technologies Limited | | | Emulex Corporation | |
April 30, 2015 | | | MaxLinear, Inc. | | | Entropic Communications, Inc. | |
April 28, 2015 | | | Microsemi Corporation | | | Vitesse Semiconductor Corporation | |
January 30, 2015 | | | Infineon Technologies AG | | | International Rectifier Corporation | |
January 2, 2015 | | | RF Micro Devices, Inc. | | | TriQuint Semiconductor, Inc. | |
December 12, 2014 | | | Murata Electronics North America, Inc. | | | Peregrine Semiconductor Corporation | |
September 15, 2014 | | | Cobham plc | | | Aeroflex Holding Corp. | |
August 12, 2014 | | | Avago Technologies Limited | | | PLX Technology, Inc. | |
July 22, 2014 | | | Analog Devices, Inc. | | | Hittite Microwave Corporation | |
May 6, 2014 | | | Avago Technologies Limited | | | LSI Corporation | |
April 1, 2014 | | | Microchip Technology Incorporated | | | Supertex, Inc. | |
December 18, 2013 | | | M/A-COM Technology Solutions Holdings, Inc. | | | Mindspeed Technologies, Inc. | |
October 1, 2013 | | | Maxim Integrated Products, Inc. | | | Volterra Semiconductor Corporation | |
November 20, 2012 | | | Cypress Semiconductor Corporation | | | Ramtron International Corporation | |
August 2, 2012 | | | Microchip Technology Incorporated | | | Standard Microsystems Corporation | |
| | |
Selected Transactions
|
| |
PMC Implied
by Merger |
| ||||||||||||||||||||||||
| | |
High
|
| |
Low
|
| |
Mean
|
| |
Median
|
| ||||||||||||||||||
Enterprise value to LTM revenues
|
| | | | 7.3x | | | | | | 0.9x | | | | | | 2.5x | | | | | | 2.2x | | | | | | 4.3x | | |
Enterprise value to LTM adjusted EBITDA
|
| | | | 26.2x | | | | | | 9.2x | | | | | | 15.4x | | | | | | 14.8x | | | | | | 19.8x | | |
| | |
Selected Transactions
|
| |
PMC/Microsemi
Merger As of Sept. 30, 2015 |
| ||||||||||||||||||||||||
| | |
High
|
| |
Low
|
| |
Mean
|
| |
Median
|
| ||||||||||||||||||
One trading day stock price premium
|
| | | | 73.8% | | | | | | 5.4% | | | | | | 32.7% | | | | | | 29.9% | | | | | | 77.4% | | |
Five trading day stock price premium
|
| | | | 74.2% | | | | | | 5.9% | | | | | | 33.7% | | | | | | 30.9% | | | | | | 90.7% | | |
30 trading day stock price premium
|
| | | | 76.6% | | | | | | 17.0% | | | | | | 39.1% | | | | | | 39.9% | | | | | | 89.8% | | |
| | |
Selected Companies
|
| |
Microsemi
|
| ||||||||||||||||||||||||
| | |
High
|
| |
Low
|
| |
Mean
|
| |
Median
|
| ||||||||||||||||||
Enterprise value to LTM revenues
|
| | | | 5.8x | | | | | | 1.5x | | | | | | 3.6x | | | | | | 4.0x | | | | | | 3.5x | | |
Enterprise value to projected CY 2015 revenues
|
| | | | 5.4x | | | | | | 1.5x | | | | | | 3.6x | | | | | | 4.0x | | | | | | 3.4x | | |
Enterprise value to projected CY 2016 revenues
|
| | | | 4.9x | | | | | | 1.5x | | | | | | 3.3x | | | | | | 3.4x | | | | | | 3.2x | | |
Enterprise value to projected CY 2017 revenues
|
| | | | 4.3x | | | | | | 1.6x | | | | | | 3.2x | | | | | | 3.2x | | | | | | 3.0x | | |
Enterprise value to LTM adjusted EBITDA
|
| | | | 36.1x | | | | | | 6.2x | | | | | | 14.8x | | | | | | 11.8x | | | | | | 13.5x | | |
Enterprise value to projected CY 2015 adjusted EBITDA
|
| | | | 28.6x | | | | | | 7.1x | | | | | | 15.4x | | | | | | 13.2x | | | | | | 13.4x | | |
Enterprise value to projected CY 2016 adjusted EBITDA
|
| | | | 19.1x | | | | | | 5.2x | | | | | | 11.6x | | | | | | 11.1x | | | | | | 9.3x | | |
Enterprise value to projected CY 2017 adjusted EBITDA
|
| | | | 10.9x | | | | | | 6.5x | | | | | | 9.2x | | | | | | 9.6x | | | | | | 9.0x | | |
Price to LTM adjusted EPS
|
| | | | 38.3x | | | | | | 22.2x | | | | | | 29.2x | | | | | | 28.2x | | | | | | 35.4x | | |
Price to projected CY 2015 adjusted EPS
|
| | | | 31.6x | | | | | | 13.8x | | | | | | 20.4x | | | | | | 20.3x | | | | | | 12.9x | | |
Price to projected CY 2016 adjusted EPS
|
| | | | 25.2x | | | | | | 12.9x | | | | | | 17.3x | | | | | | 16.4x | | | | | | 10.9x | | |
Price to projected CY 2017 adjusted EPS
|
| | | | 19.8x | | | | | | 11.2x | | | | | | 15.7x | | | | | | 16.2x | | | | | | 10.4x | | |
| | |
Q4
2015E(1) |
| |
Fiscal year
|
| ||||||||||||||||||||||||||||||||||||
|
2016E
|
| |
2017E
|
| |
2018E
|
| |
2019E
|
| |
2020E
|
| |
2021E
|
| ||||||||||||||||||||||||||
Revenue
|
| | | $ | 145 | | | | | $ | 573 | | | | | $ | 643 | | | | | $ | 728 | | | | | $ | 769 | | | | | $ | 808 | | | | | $ | 838 | | |
Adjusted EBITDA(2)
|
| | | | 46 | | | | | | 172 | | | | | | 208 | | | | | | 243 | | | | | | 257 | | | | | | 270 | | | | | | 280 | | |
Operating Income(3)
|
| | | | 41 | | | | | | 152 | | | | | | 186 | | | | | | 218 | | | | | | 230 | | | | | | 241 | | | | | | 250 | | |
NOPAT(4) | | | | | 41 | | | | | | 151 | | | | | | 185 | | | | | | 216 | | | | | | 229 | | | | | | 240 | | | | | | 225 | | |
UFCF(5) | | | | | 48 | | | | | | 143 | | | | | | 173 | | | | | | 217 | | | | | | 229 | | | | | | 240 | | | | | | 225 | | |
Earnings Per Share(6)
|
| | | | 0.19 | | | | | | 0.70 | | | | | | 0.86 | | | | | | 1.01 | | | | | | 1.07 | | | | | | 1.12 | | | | | | 1.16 | | |
| | |
Q4
2015E(1) |
| |
Fiscal year
|
| |||||||||||||||||||||||||||||||||||||||
|
2016E
|
| |
2017E
|
| |
2018E
|
| |
2019E
|
| |
2020E
|
| |
2021E
|
| | ||||||||||||||||||||||||||||
Revenue
|
| | | $ | 145 | | | | | $ | 615 | | | | | $ | 757 | | | | | $ | 870 | | | | | $ | 927 | | | | | $ | 979 | | | | | $ | 1,017 | | | | ||
Adjusted EBITDA(2)
|
| | | | 46 | | | | | | 193 | | | | | | 253 | | | | | | 290 | | | | | | 309 | | | | | | 327 | | | | | | 339 | | | | ||
Operating Income(3)
|
| | | | 41 | | | | | | 172 | | | | | | 227 | | | | | | 260 | | | | | | 277 | | | | | | 292 | | | | | | 304 | | | | ||
NOPAT(4) | | | | | 41 | | | | | | 171 | | | | | | 225 | | | | | | 259 | | | | | | 276 | | | | | | 291 | | | | | | 273 | | | | ||
UFCF(5) | | | | | 48 | | | | | | 162 | | | | | | 213 | | | | | | 260 | | | | | | 277 | | | | | | 291 | | | | | | 273 | | | | ||
Earnings Per Share(6)
|
| | | | 0.19 | | | | | | 0.80 | | | | | | 1.05 | | | | | | 1.21 | | | | | | 1.29 | | | | | | 1.36 | | | | | | 1.41 | | | |
| | |
Total Payment With
Respect to Options |
| |
Total Payment With
Respect to Vested RSUs |
| |
Total Payment With
Respect to Options and Vested RSUs |
| |||||||||||||||||||||
| | |
Shares
|
| |
Value
|
| |
Shares
|
| |
Value
|
| ||||||||||||||||||
Non-Employee Directors(1) | | | | | | | |||||||||||||||||||||||||
Richard E. Belluzzo
|
| | | | — | | | | | | — | | | | | | 16,015 | | | | | $ | 189,578 | | | | | $ | 189,578 | | |
Michael R. Farese
|
| | | | 160,000 | | | | | $ | 543,141 | | | | | | 16,015 | | | | | $ | 189,578 | | | | | $ | 732,719 | | |
Jonathan J. Judge
|
| | | | — | | | | | | — | | | | | | 16,015 | | | | | $ | 189,578 | | | | | $ | 189,578 | | |
Michael A. Klayko
|
| | | | — | | | | | | — | | | | | | 16,015 | | | | | $ | 189,578 | | | | | $ | 189,578 | | |
William H. Kurtz
|
| | | | 170,000 | | | | | $ | 680,938 | | | | | | 16,015 | | | | | $ | 189,578 | | | | | $ | 870,516 | | |
Richard N. Nottenburg
|
| | | | — | | | | | | — | | | | | | 16,015 | | | | | $ | 189,578 | | | | | $ | 189,578 | | |
Named Executive Officers(2) | | | | | | | |||||||||||||||||||||||||
Gregory S. Lang
|
| | | | 2,503,769 | | | | | $ | 11,002,736 | | | | | | — | | | | | | — | | | | | $ | 11,002,736 | | |
Steven J. Geiser
|
| | | | 230,743 | | | | | $ | 1,347,179 | | | | | | — | | | | | | — | | | | | $ | 1,347,179 | | |
Travis Karr
|
| | | | 139,701 | | | | | $ | 739,963 | | | | | | — | | | | | | — | | | | | $ | 739,963 | | |
Alinka Flaminia
|
| | | | 97,076 | | | | | $ | 513,792 | | | | | | — | | | | | | — | | | | | $ | 513,792 | | |
Other Executive Officers | | | | | | | |||||||||||||||||||||||||
Ra’ed O. Elmurib
|
| | | | 321,370 | | | | | $ | 1,618,906 | | | | | | — | | | | | | — | | | | | $ | 1,618,906 | | |
David Fein
|
| | | | 84,600 | | | | | $ | 380,867 | | | | | | — | | | | | | — | | | | | $ | 380,867 | | |
Tom Sun
|
| | | | 104,754 | | | | | $ | 554,958 | | | | | | — | | | | | | — | | | | | $ | 554,958 | | |
| | |
Conversion
With Respect to Unvested RSUs |
| |
Conversion
With Respect to Unvested PRSUs |
| ||||||
| | |
Shares
|
| |
Shares
|
| ||||||
Non-Employee Directors(1) | | | | ||||||||||
Richard E. Belluzzo
|
| | | | — | | | | | | — | | |
Michael R. Farese
|
| | | | — | | | | | | — | | |
Jonathan J. Judge
|
| | | | — | | | | | | — | | |
Michael A. Klayko
|
| | | | — | | | | | | — | | |
William H. Kurtz
|
| | | | — | | | | | | — | | |
Richard N. Nottenburg
|
| | | | — | | | | | | — | | |
Named Executive Officers | | | | ||||||||||
Gregory S. Lang
|
| | | | 207,733 | | | | | | 363,659 | | |
Steven J. Geiser
|
| | | | 87,320 | | | | | | 95,934 | | |
Travis Karr
|
| | | | 90,328 | | | | | | 105,374 | | |
Alinka Flaminia
|
| | | | 44,325 | | | | | | 64,037 | | |
Other Executive Officers | | | | ||||||||||
Ra’ed O. Elmurib
|
| | | | 36,287 | | | | | | 48,372 | | |
David Fein
|
| | | | 49,350 | | | | | | 37,300 | | |
Tom Sun
|
| | | | 46,437 | | | | | | 63,509 | | |
| | |
Cash(1)
|
| |
Equity(2)
|
| |
Perquisites/
Benefits(3) |
| |
Total
|
| ||||||||||||
Named Executive Officers(4) | | | | | | ||||||||||||||||||||
Gregory S. Lang
|
| | | $ | 2,139,000 | | | | | $ | 9,889,370 | | | | | $ | 13,861 | | | | | $ | 12,042,231 | | |
Steven J. Geiser
|
| | | $ | 630,360 | | | | | $ | 3,414,070 | | | | | $ | 22,395 | | | | | $ | 4,066,825 | | |
Travis Karr
|
| | | $ | 463,680 | | | | | $ | 2,947,166 | | | | | $ | 2,293 | | | | | $ | 3,413,139 | | |
Alinka Flaminia
|
| | | $ | 529,152 | | | | | $ | 1,723,633 | | | | | $ | 16,451 | | | | | $ | 2,269,236 | | |
| | |
Value of
PMC Stock Option Payments(i) |
| |
Value of
PMC RSU Payments(ii) |
| |
Value of
PMC PRSU Payments(iii) |
| |
Value of
All Equity Payments |
| ||||||||||||
Named Executive Officers | | | | | | ||||||||||||||||||||
Gregory S. Lang
|
| | | $ | 3,444,481 | | | | | $ | 2,342,389 | | | | | $ | 4,102,500 | | | | | $ | 9,889,370 | | |
Steven J. Geiser
|
| | | $ | 1,347,179 | | | | | $ | 984,617 | | | | | $ | 1,082,274 | | | | | $ | 3,414,070 | | |
Travis Karr
|
| | | $ | 739,963 | | | | | $ | 1,018,535 | | | | | $ | 1,188,668 | | | | | $ | 2,947,166 | | |
Alinka Flaminia
|
| | | $ | 501,432 | | | | | $ | 499,807 | | | | | $ | 722,395 | | | | | $ | 1,723,633 | | |
| | |
Principal
Outstanding |
| |
Base
Rate |
| |
Base Rate
Margin |
| |
Eurodollar Rate
Margin |
| |
Eurodollar
Floor |
| |||||||||
New Revolving Credit Facility
|
| | | $ | 350.0* | | | | | | 3.25% | | | |
1.25 – 1.50%
|
| |
2.25 – 2.50%
|
| | | | 0.00% | | |
New Term Loan A Facility
|
| | | $ | 650.0 | | | | | | 3.25% | | | |
1.25 – 1.50%
|
| |
2.25 – 2.50%
|
| | | | 0.00% | | |
New Term Loan B Facility
|
| | | $ | 1,425.0 | | | | | | 3.25% | | | |
2.75 – 3.00%
|
| |
3.75 – 4.00%
|
| | | | 0.75% | | |
|
By first class mail:
|
| |
By registered mail or overnight courier:
|
|
|
Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions P.O. Box 43011 Providence, RI 02940-3011 |
| |
Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions 250 Royall Street, Suite V Canton, MA 02021 |
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Microsemi Common Stock
|
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PMC Common Stock
|
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High
|
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Low
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Dividend
|
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High
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Low
|
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Dividend
|
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2012 | | | | | | | | ||||||||||||||||||||||||||||||
First Calendar Quarter
|
| | | $ | 22.30 | | | | | $ | 16.59 | | | | | | N/A | | | | | $ | 7.34 | | | | | $ | 5.36 | | | | | | N/A | | |
Second Calendar Quarter
|
| | | $ | 22.02 | | | | | $ | 16.63 | | | | | | N/A | | | | | $ | 7.80 | | | | | $ | 5.90 | | | | | | N/A | | |
Third Calendar Quarter
|
| | | $ | 21.84 | | | | | $ | 16.57 | | | | | | N/A | | | | | $ | 6.45 | | | | | $ | 5.06 | | | | | | N/A | | |
Fourth Calendar Quarter
|
| | | $ | 21.12 | | | | | $ | 17.12 | | | | | | N/A | | | | | $ | 5.77 | | | | | $ | 4.63 | | | | | | N/A | | |
2013 | | | | | | | | ||||||||||||||||||||||||||||||
First Calendar Quarter
|
| | | $ | 23.28 | | | | | $ | 19.00 | | | | | | N/A | | | | | $ | 6.88 | | | | | $ | 5.26 | | | | | | N/A | | |
Second Calendar Quarter
|
| | | $ | 23.24 | | | | | $ | 18.96 | | | | | | N/A | | | | | $ | 6.82 | | | | | $ | 5.53 | | | | | | N/A | | |
Third Calendar Quarter
|
| | | $ | 26.72 | | | | | $ | 22.57 | | | | | | N/A | | | | | $ | 7.14 | | | | | $ | 6.13 | | | | | | N/A | | |
Fourth Calendar Quarter
|
| | | $ | 26.71 | | | | | $ | 20.22 | | | | | | N/A | | | | | $ | 7.06 | | | | | $ | 5.60 | | | | | | N/A | | |
2014 | | | | | | | | ||||||||||||||||||||||||||||||
First Calendar Quarter
|
| | | $ | 26.65 | | | | | $ | 22.16 | | | | | | N/A | | | | | $ | 7.84 | | | | | $ | 6.22 | | | | | | N/A | | |
Second Calendar Quarter
|
| | | $ | 27.91 | | | | | $ | 22.21 | | | | | | N/A | | | | | $ | 7.85 | | | | | $ | 6.65 | | | | | | N/A | | |
Third Calendar Quarter
|
| | | $ | 27.58 | | | | | $ | 23.55 | | | | | | N/A | | | | | $ | 8.04 | | | | | $ | 6.67 | | | | | | N/A | | |
Fourth Calendar Quarter
|
| | | $ | 29.26 | | | | | $ | 20.61 | | | | | | N/A | | | | | $ | 9.39 | | | | | $ | 6.52 | | | | | | N/A | | |
2015 | | | | | | | | ||||||||||||||||||||||||||||||
First Calendar Quarter
|
| | | $ | 37.41 | | | | | $ | 25.36 | | | | | | N/A | | | | | $ | 9.86 | | | | | $ | 8.57 | | | | | | N/A | | |
Second Calendar Quarter
|
| | | $ | 37.18 | | | | | $ | 32.05 | | | | | | N/A | | | | | $ | 9.51 | | | | | $ | 8.17 | | | | | | N/A | | |
Third Calendar Quarter
|
| | | $ | 35.15 | | | | | $ | 28.24 | | | | | | N/A | | | | | $ | 8.69 | | | | | $ | 5.65 | | | | | | N/A | | |
Fourth Calendar Quarter (through December 15,
2015) |
| | | $ | 39.56 | | | | | $ | 31.36 | | | | | | N/A | | | | | $ | 12.08 | | | | | $ | 6.39 | | | | | | N/A | | |
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Per-Share PMC
Closing Price |
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Per-Share
Microsemi Closing Price |
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Implied Transaction
Value of PMC Share |
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September 30, 2015
|
| | | $ | 6.77 | | | | | $ | 32.82 | | | | | $ | 11.75 | | |
October 5, 2015
|
| | | $ | 7.69 | | | | | $ | 34.03 | | | | | $ | 11.84 | | |
November 17, 2015
|
| | | $ | 11.65 | | | | | $ | 36.74 | | | | | $ | 12.05 | | |
November 23, 2015
|
| | | $ | 11.86 | | | | | $ | 36.21 | | | | | $ | 12.01 | | |
December 15, 2015
|
| | | $ | 11.62 | | | | | $ | 32.70 | | | | | $ | 11.74 | | |
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Historical
Microsemi |
| |
Historical
PMC |
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Pro Forma
Acquisition Adjustments (Note 4) |
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Pro Forma
Financing Adjustments (Note 5) |
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Pro Forma
Combined |
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Assets | | | | | | | ||||||||||||||||||||||||||||||
Current assets: | | | | | | | ||||||||||||||||||||||||||||||
Cash and cash equivalents
|
| | | $ | 256.4 | | | | | $ | 73.1 | | | | | $ | (1,992.3)4(a) | | | | | $ | (1,028.0)5(a) | | | | | $ | 98.7 | | | |||||
| | | | | | | | | | | | | | | | | 176.7 4(m) | | | | | | 2,672.8 5(b) | | | | | | | | | |||||
| | | | | | | | | | | | | | | | | (60.0)4(k) | | | | | |||||||||||||||
Short-term investments
|
| | | | — | | | | | | 42.3 | | | | | | (42.3)4(m) | | | | | | — | | | | | | — | | | |||||
Accounts receivable
|
| | | | 186.9 | | | | | | 62.3 | | | | | | — | | | | | | — | | | | | | 249.2 | | | |||||
Inventories
|
| | | | 227.2 | | | | | | 32.8 | | | | | | 50.7 4(c) | | | | | | — | | | | | | 310.7 | | | |||||
Deferred income taxes, net
|
| | | | 26.2 | | | | | | 5.2 | | | | | | — | | | | | | 4.5 5(c) | | | | | | 35.9 | | | |||||
Other current assets
|
| | | | 39.9 | | | | | | 13.3 | | | | | | — | | | | | | — | | | | | | 53.2 | | | |||||
Total current assets
|
| | | | 736.6 | | | | | | 229.0 | | | | | | (1,867.2) | | | | | | 1,649.3 | | | | | | 747.7 | | | |||||
Investment securities
|
| | | | — | | | | | | 134.4 | | | | | | (134.4)4(m) | | | | | | — | | | | | | — | | | |||||
Property and equipment, net
|
| | | | 152.7 | | | | | | 37.9 | | | | | | — | | | | | | — | | | | | | 190.6 | | | |||||
Goodwill | | | | | 1,139.3 | | | | | | 283.2 | | | | | | 1,555.8 4(i) | | | | | | — | | | | | | 2,978.3 | | | |||||
Intangible assets, net
|
| | | | 357.8 | | | | | | 116.9 | | | | | | 614.04(d) | | | | | | — | | | | | | 1,088.7 | | | |||||
Deferred income taxes, net
|
| | | | 26.8 | | | | | | 13.2 | | | | | | — | | | | | | — | | | | | | 40.0 | | | |||||
Other assets
|
| | | | 36.9 | | | | | | 6.9 | | | | | | (0.6)4(f) | | | | | | — | | | | | | 43.2 | | | |||||
Total assets
|
| | | $ | 2,450.1 | | | | | $ | 821.5 | | | | | $ | 167.6 | | | | | $ | 1,649.3 | | | | | $ | 5,088.5 | | | |||||
Liabilities and Stockholders’ Equity | | | | | | | ||||||||||||||||||||||||||||||
Current liabilities: | | | | | | | ||||||||||||||||||||||||||||||
Accounts payable
|
| | | $ | 82.3 | | | | | $ | 18.3 | | | | | $ | — | | | | | $ | — | | | | | $ | 100.6 | | | |||||
Accrued liabilities
|
| | | | 86.8 | | | | | | 74.3 | | | | | | (4.5)4(e) | | | | | | — | | | | | | 156.6 | | | |||||
Deferred income taxes
|
| | | | — | | | | | | 7.7 | | | | | | — | | | | | | — | | | | | | 7.7 | | | |||||
Current portion of long-term debt
|
| | | | 32.5 | | | | | | 30.0 | | | | | | — | | | | | | (62.5)5(a) | | | | | | 45.6 | | | |||||
| | | | | | | | | | | | | | | | | | | | | | | 45.6 5(b) | | | | | | | | | |||||
Total current liabilities
|
| | | | 201.6 | | | | | | 130.3 | | | | | | (4.5) | | | | | | (16.9) | | | | | | 310.5 | | | |||||
Long term debt
|
| | | | 953.9 | | | | | | — | | | | | | — | | | | | | (953.9)5(a) | | | | | | 2,627.2 | | | |||||
| | | | | | | | | | | | | | | | | | | | | | | 2,627.2 5(b) | | | | ||||||||||
Deferred income taxes
|
| | | | 41.1 | | | | | | 56.1 | | | | | | 239.4 4(h) | | | | | | — | | | | | | 336.6 | | | |||||
Other long-term liabilities
|
| | | | 46.3 | | | | | | 55.5 | | | | | | — | | | | | | — | | | | | | 101.8 | | | |||||
Convertible shares
|
| | | | — | | | | | | 0.5 | | | | | | (0.5)4(g) | | | | | | — | | | | | | — | | | |||||
Stockholders’ equity: | | | | | | | ||||||||||||||||||||||||||||||
Common stock
|
| | | | 19.0 | | | | | | 0.2 | | | | | | 3.2 4(b) | | | | | | — | | | | | | 22.2 | | | |||||
| | | | | | | | | | | | | | | | | (0.2)4(g) | | | | | |||||||||||||||
Capital in excess of par value of common stock
|
| | | | 808.2 | | | | | | 1,599.3 | | | | | | 569.1 4(b) | | | | | | — | | | | | | 1,377.3 | | | |||||
| | | | | | | | | | | | | | | | | (1,599.3)4(g) | | | | | |||||||||||||||
Retained earnings (deficit)
|
| | | | 383.1 | | | | | | (1,017.6) | | | | | | 1,017.6 4(g) | | | | | | (7.1)5(c) | | | | | | 316.0 | | | |||||
| | | | | | | | | | | | | | | | | (60.0)4(i) | | | | | |||||||||||||||
Accumulated other comprehensive loss
|
| | | | (3.1) | | | | | | (2.8) | | | | | | 2.8 4(g) | | | | | | — | | | | | | (3.1) | | | |||||
Total stockholders’ equity
|
| | | | 1,207.2 | | | | | | 579.1 | | | | | | (66.8) | | | | | | (7.1) | | | | | | 1,712.4 | | | |||||
Total liabilities and stockholders’ equity
|
| | | $ | 2,450.1 | | | | | $ | 821.5 | | | | | $ | 167.6 | | | | | $ | 1,649.3 | | | | | $ | 5,088.5 | | | |||||
|
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Historical
Microsemi |
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Historical
Vitesse |
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Vitesse Pro
Forma Adjustments (Notes 4, 7) |
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Historical
PMC |
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PMC
Pro Forma Adjustments (Notes 4, 7) |
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Microsemi
and Other Pro Forma Adjustments (Note 5, 6, 7, 8) |
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Pro Forma
Combined |
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Net sales
|
| | | $ | 1,245.6 | | | | | $ | 49.2 | | | | | $ | — | | | | | $ | 528.3 | | | | | $ | — | | | | | $ | — | | | | | $ | 1,823.1 | | | |||||||
Cost of sales
|
| | | | 561.3 | | | | | | 19.8 | | | | | | — | | | | | | 156.0 | | | | | | 50.7 4(c) | | | | | | — | | | | | $ | 787.8 | | | |||||||
Gross profit
|
| | | | 684.3 | | | | | | 29.4 | | | | | | — | | | | | | 372.3 | | | | | | (50.7) | | | | | | — | | | | | | 1,035.3 | | | |||||||
Operating expenses: | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||
Selling, general and administrative
|
| | | | 249.5 | | | | | | 18.3 | | | | | | (6.2)4(k) | | | | | | 112.8 | | | | | | (1.6)4(k) | | | | | | 6.6 (6) | | | | | $ | 379.4 | | | |||||||
Research and development
|
| | | | 200.3 | | | | | | 25.3 | | | | | | — | | | | | | 195.0 | | | | | | | | | | | | — | | | | | $ | 420.6 | | | |||||||
Amortization of intangible assets
|
| | | | 96.5 | | | | | | — | | | | | | 9.2 4(l) | | | | | | 38.8 | | | | | | 113.2 4(d) | | | | | | — | | | | | $ | 218.9 | | | |||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | (38.8)4(j) | | | | | |||||||||||||||||
Restructuring and severance charges
|
| | | | 15.4 | | | | | | — | | | | | | — | | | | | | 14.2 | | | | | | — | | | | | | — | | | | | $ | 29.6 | | | |||||||
Total operating expenses
|
| | | | 561.7 | | | | | | 43.6 | | | | | | 3.0 | | | | | | 360.8 | | | | | | 72.8 | | | | | | 6.6 | | | | | | 1,048.5 | | | |||||||
Operating income (loss)
|
| | | | 122.6 | | | | | | (14.2) | | | | | | (3.0) | | | | | | 11.5 | | | | | | (123.5) | | | | | | (6.6) | | | | | | (13.2) | | | |||||||
Other (expenses): | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||
Interest expense, net
|
| | | | (27.3) | | | | | | (1.3) | | | | | | — | | | | | | (0.5) | | | | | | — | | | | | | (128.7)5(b) | | | | | $ | (128.4) | | | |||||||
| | | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | | | | 29.4 5(d) | | | | ||||||||||||
Other, net
|
| | | | 1.6 | | | | | | — | | | | | | — | | | | | | 7.1 | | | | | | — | | | | | | — | | | | | $ | 8.7 | | | |||||||
Total other expense
|
| | | | (25.7) | | | | | | (1.3) | | | | | | — | | | | | | 6.6 | | | | | | — | | | | | | (99.3) | | | | | | (119.7) | | | |||||||
Income (loss) before income taxes
|
| | | | 96.9 | | | | | | (15.5) | | | | | | (3.0) | | | | | | 18.1 | | | | | | (123.5) | | | | | | (105.9) | | | | | | (132.9) | | | |||||||
Provision for (benefit from) income taxes
|
| | | | 12.3 | | | | | | 0.2 | | | | | | (1.1)(7) | | | | | | 13.0 | | | | | | (48.1)(7) | | | | | | (41.3)(7) | | | | | $ | (65.0) | | | |||||||
Net income (loss)
|
| | | $ | 84.6 | | | | | $ | (15.7) | | | | | $ | (1.9) | | | | | $ | 5.1 | | | | | $ | (75.4) | | | | | $ | (64.6) | | | | | $ | (67.9) | | | |||||||
Earnings (loss) per share: | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||
Basic
|
| | | $ | 0.90 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | (0.61) | | | |||||||
Diluted
|
| | | $ | 0.88 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | (0.61) | | | |||||||
Weighted-average common shares outstanding:
|
| | | | | | | | ||||||||||||||||||||||||||||||||||||||||||
Basic
|
| | | | 94.2 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 16.8 (8) | | | | | | 111.0 | | | |||||||
Diluted
|
| | | | 95.9 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 111.0 | | | |||||||
|
| Calculation of purchase consideration: | | | ||||||
|
Estimated cash purchase consideration
|
| | | $ | 1,992.3 (a) | | | |
|
Estimated share purchase consideration
|
| | | | 572.3 (b) | | | |
|
Total estimated purchase consideration
|
| | | $ | 2,564.6 | | | |
| Preliminary allocation of purchase consideration: | | | ||||||
|
Book value of PMC net assets as of the pro forma acquisition date
|
| | | $ | 579.1 | | | |
| Adjustments to historical net book value: | | | ||||||
|
Inventories
|
| | | | 50.7 (c) | | | |
|
Identifiable intangible assets
|
| | | | 614.0 (d) | | | |
|
Deferred revenue
|
| | | | 4.5 (e) | | | |
|
Deferred financing fees
|
| | | | (0.6)(f) | | | |
|
Eliminate convertible share balance
|
| | | | 0.5 (g) | | | |
|
Deferred tax liability
|
| | | | (239.4)(h) | | | |
|
Adjusted book value of PMC net assets as of the pro forma acquisition date
|
| | | $ | 1,008.8 | | | |
|
Adjustment to goodwill
|
| | | $ | 1,555.8 (i) | | | |
|
|
Estimated shares of PMC common stock outstanding as of the closing date of the merger
|
| | | | 206.5 | | | |
|
Cash consideration per share
|
| | | $ | 9.22 | | | |
| | | | | $ | 1,903.8 | | | |
|
Termination fee(1)
|
| | | $ | 88.5 | | | |
|
Estimated cash consideration
|
| | | $ | 1,992.3 | | | |
|
|
Estimated shares of PMC common stock outstanding as of the effective date of
the merger |
| | | | 206.5 | | |
|
Common stock exchange ratio
|
| | | | 0.0771x | | |
|
Estimated shares of Microsemi common stock to be issued
|
| | | | 15.9 | | |
|
Estimated acceleration of restricted share units as of the effective date of the merger
|
| | | | 2.7 | | |
|
Restricted share unit exchange ratio(2)
|
| | | | 0.3487x | | |
|
Estimated shares of Microsemi restricted share units to be issued
|
| | | | 0.9 | | |
|
Estimated shares of Microsemi common stock and restricted share units to be issued
|
| | | | 16.8 | | |
|
Fair value per share of Microsemi common stock(1)
|
| | | $ | 33.95 | | |
|
Estimated share consideration
|
| | | $ | 572.3 | | |
|
Par value of Microsemi common stock issued
|
| | | $ | 3.2 | | |
|
Capital in excess of par value
|
| | | $ | 569.1 | | |
| | | | | | | | | | | | | | |
Amortization Expense for the
Twelve Months Ended September 27, 2015 |
| |||||||||||||||
| | |
Preliminary
Estimated Asset Fair Value |
| |
Weighted
Average Useful Life (Years) |
| |
Based on the
Preliminary Allocation of Identifiable Intangible Assets |
| |
Effect of a
10% Change to the Preliminary Allocation |
| |
Effect of a
10% Change to the Weighted Average Useful Life |
| |||||||||||||||
Completed technology
|
| | | $ | 512.9 | | | | | | 7 | | | | | $ | 73.4 | | | | | $ | 7.3 | | | | | $ | 6.7 | | |
In process research and development
|
| | | | 64.2 | | | | | | N/A | | | | | | — | | | | | | — | | | | | | — | | |
Customer relationships
|
| | | | 128.2 | | | | | | 9 | | | | | | 14.2 | | | | | | 1.4 | | | | | | 1.3 | | |
Backlog and tradename
|
| | | | 25.6 | | | | | | 1 | | | | | | 25.6 | | | | | | 2.6 | | | | | | 2.3 | | |
| | | | $ | 730.9 | | | | | | | | | | | $ | 113.2 | | | | | $ | 11.3 | | | | | $ | 10.3 | | |
Less: Intangible assets, net, reported on PMC’s historical balance sheet
|
| | | | 116.9 | | | | | | | ||||||||||||||||||||
Pro forma adjustment
|
| | | $ | 614.0 | | | | | | | ||||||||||||||||||||
|
| | |
Asset
Fair Value |
| |
Weighted
Average Useful Life (Years) |
| |
Annual
Amortization Expense |
| |
Less:
Amortization Expense Recorded in Historical Microsemi |
| |
Pro Forma
Adjustment for the Twelve Months Ended September 27, 2015 |
| ||||||||||||||||||||
Completed technology
|
| | | $ | 87.0 | | | | | | 7 | | | | | $ | 13.3 | | | | | $ | 5.6 | | | | | $ | 7.7 | | | |||||
Customer relationships
|
| | | $ | 14.4 | | | | | | 9 | | | | | $ | 1.6 | | | | | $ | 0.7 | | | | | $ | 0.9 | | | |||||
Backlog and tradename
|
| | | $ | 1.0 | | | | | | 1 | | | | | $ | 1.0 | | | | | $ | 0.4 | | | | | $ | 0.6 | | | |||||
| | | $ | 102.4 | | | | | | | | | | | $ | 15.9 | | | | | $ | 6.7 | | | | | $ | 9.2 | | | ||||||
|
| | |
Current
Portion of Long-Term Debt |
| |
Long-Term
Debt |
| |
Deferred
Financing Costs(1) |
| |
Total Cash
Repayment |
|||||||||||||||
Microsemi credit facility
|
| | | $ | 32.5 | | | | | $ | 953.9 | | | | | $ | 11.6 | | | | | $ | 998.0 | ||||
PMC credit facility
|
| | | | 30.0 | | | | | | — | | | | | | — | | | | | | 30.0 | ||||
| | | | $ | 62.5 | | | | | $ | 953.9 | | | | | $ | 11.6 | | | | | $ | 1,028.0 | ||||
|
| | |
Principal
Outstanding |
| |
Deferred
Financing Fees |
| |
Net
Proceeds |
| |
Term
|
| |
Current
Portion of Long-Term Debt |
| |
Long-Term
Debt |
| ||||||||||||||||||||||||
Total Financing (Note 2)
|
| | | $ | 2,749.0 | | | | | $ | 76.2 | | | | | $ | 2,672.8 | | | | | | 7 | | | | | $ | 45.6 | | | | | $ | 2,627.2 | | | ||||||
|
|
Assumed weighted average interest rate
|
| | | | 4.25% | | | |
|
Estimated annual interest expense
|
| | | $ | 116.8 | | | |
|
Estimated annual amortization of deferred financing fees
|
| | | $ | 11.9 | | | |
|
Pro forma adjustment to interest expense
|
| | | $ | 128.7 | | | |
|
| | |
Pro Forma Elimination
of Historical Interest Expense |
| ||||
Microsemi
|
| | | $ | 27.3 | | | |
Vitesse
|
| | | | 1.3 | | | |
PMC
|
| | | | 0.8 | | | |
| | | | $ | 29.4 | | | |
|
|
PMC
|
| |
MICROSEMI
|
|
|
Authorized Capital Stock
|
| |||
|
The certificate of incorporation of PMC, as amended (the “certificate of incorporation”), authorizes PMC to issue a total of 905,000,000 shares of capital stock, divided into two classes: 900,000,000 shares of common stock, par value $0.001 per share, and 5,000,000 shares of preferred stock, par value $0.001 per share.
|
| |
The certificate of incorporation of Microsemi, as amended (the “certificate of incorporation”), authorizes Microsemi to issue 251,000,000 shares of its capital stock, divided into two classes: 250,000,000 shares of common stock, par value $0.20 per share, and 1,000,000 shares of preferred stock, par value $1.00 per share.
|
|
|
PMC preferred stock may be issued from time to time in one or more series.
|
| |
Microsemi preferred stock may be issued from time to time in one or more series.
|
|
|
As of December 11, 2015, there were 203,790,017 shares of PMC common stock issued and outstanding and no shares of common stock held in treasury, and no shares of preferred stock issued or outstanding.
|
| |
As of December 14, 2015, there were 95,772,592 shares of Microsemi common stock outstanding and 2,026 shares of common stock held in treasury, and no shares of preferred stock issued or outstanding.
|
|
|
Dividends
|
| |||
|
The PMC certificate of incorporation provides that dividends may be paid or set aside on a class or series of shares, that such dividends may be cumulative or accruing and may permit such class or series of shares to any participating or other dividends in addition to the dividends so determined by the board of directors of PMC. PMC’s bylaws provide that upon the declaration of any dividend on fully paid shares of stock, PMC shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.
|
| |
Microsemi’s bylaws provide that dividends may be paid in cash, in property, or in shares of capital stock. Dividends unclaimed for six years shall be deemed abandoned and shall revert to Microsemi.
|
|
|
PMC
|
| |
MICROSEMI
|
|
|
Liquidation Rights
|
| |||
|
Pursuant to Section 281 of the DGCL, subject to any preferential rights of any then outstanding preferred stock, in the event of PMC’s liquidation, dissolution or winding up, holders of PMC’s common stock are entitled to share ratably in the assets remaining after payment of liabilities and the liquidation preferences of any outstanding preferred stock. PMC’s certificate of incorporation permits the board of directors of PMC to designate preferred stock and in connection with such designation, fix liquidation rights.
|
| |
Pursuant to Section 281 of the DGCL, subject to any preferential rights of any then outstanding preferred stock, in the event of Microsemi’s liquidation, dissolution or winding up, holders of Microsemi’s common stock are entitled to share ratably in the assets remaining after payment of liabilities and the liquidation preferences of any outstanding preferred stock. Microsemi’s certificate of incorporation permits the board of directors of Microsemi to designate preferred stock and in connection with such designation fix liquidation rights.
|
|
|
Voting Rights
|
| |||
|
PMC’s bylaws provide that each holder of capital stock is entitled to one vote for each share held. PMC’s certificate of incorporation permits the board of directors of PMC to designate preferred stock and in connection with such designation fix voting rights.
|
| |
Microsemi’s bylaws provide that each holder of capital stock is entitled to one vote for each share held. Microsemi’s certificate of incorporation permits the board of directors of Microsemi to designate preferred stock and in connection with such designation fix voting rights.
|
|
|
Conversion Rights
|
| |||
|
PMC’s certificate of incorporation permits the board of directors of PMC to designate preferred stock and in connection with such designation fix conversion rights.
|
| |
Microsemi’s certificate of incorporation permits the board of directors of Microsemi to designate preferred stock and in connection with such designation fix conversion rights.
|
|
|
Size of Board of Directors
|
| |||
|
PMC’s bylaws provide that the board of directors of PMC shall consist of not less than five (5) nor more than ten (10) members, with the exact number thereof to be determined from time to time by resolution of the board of directors of PMC.
|
| |
Microsemi’s bylaws provide that the number of directors which shall constitute the whole board of directors of Microsemi shall not be less than three (3) nor more than thirteen (13) as shall be determined from time to time by a resolution adopted by a majority of the entire board of directors of Microsemi.
|
|
|
Structure and Term of Board of Directors
|
| |||
|
The board of directors of PMC is not classified. Directors are elected annually.
|
| |
The board of directors of Microsemi is not classified. Directors are elected annually.
|
|
|
Vacancies on Board of Directors
|
| |||
|
PMC’s bylaws provide that any vacancy on the board of directors of PMC will be filled by a vote of the majority of the remaining directors, even if less than a quorum, or by a sole remaining director. However, a vacancy created by the removal of a director by the vote of the stockholders or by court order may be filled only by the affirmative vote of a majority of the shares represented and voting at a duly held meeting at which a quorum is present. If any class or classes of stock or series thereof are entitled to elect one or more directors, vacancies and newly created directorships of such class or classes
|
| |
Microsemi’s bylaws provide that any vacancy on the board of directors of Microsemi will be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, or such vacancy may be filled by the stockholders of the corporation at a special meeting called for the purpose.
|
|
|
PMC
|
| |
MICROSEMI
|
|
|
or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected.
|
| | | |
|
Election of Directors
|
| |||
|
PMC’s bylaws provide that at any uncontested election, a nominee for election shall be elected by a majority of the votes cast with respect to such nominee at any meeting of stockholders for the election of directors at which a quorum is present. At a contested election, the directors are elected by the vote of a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors. An election shall be deemed a contested election if the secretary of PMC has received one or more notice that a shareholder intends to nominate a person for election in compliance with the bylaws and such nomination has not been withdrawn on or prior to the tenth day preceding the date PMC first mails its notice of meeting. PMC’s certificate of incorporation provides that no class or series of stock will be entitled to cumulate votes for the election of directors to the board of directors of PMC.
|
| |
Microsemi’s bylaws provide that at the annual stockholders’ meeting, the stockholders shall elect a board of directors of Microsemi by the vote of a majority of the votes cast with respect to that director’s election; provided, however, that if such election is a contested election, the directors shall be elected by the vote of a plurality of the votes cast by the stockholder at such meeting. An election will be deemed a contested election if the secretary of Microsemi has received one or more notices that a stockholder intends to nominate a person for election to the board of directors, which notice purpose to be in compliance with the bylaws, and all nominations have not been withdrawn on or prior to the 10th day preceding the date Microsemi first mails its notice of meeting to its stockholders.
An incumbent director who stands for reelection to the board of directors of Microsemi but who fails to receive a majority of the votes cast in an election that is not a contested election shall tender his or her resignation to the chairman of the board of the directors of Microsemi or the secretary promptly following the certification of the election results. Thereafter, the Governance and Nominating Committee of the board of directors of Microsemi shall make a recommendation to the board of directors of Microsemi as to whether to accept or reject the resignation of such incumbent director, or whether such other action should be taken. The board of directors will act on the resignation, taking into account the recommendation, and Microsemi shall publicly disclose the board of directors of Microsemi’s decision and if the resignation is rejected, the rationale behind such decision, within 90 days following the certification of the election results. Directors need not be stockholders.
|
|
|
Removal of Directors
|
| |||
|
PMC’s certificate of incorporation does not provide for the removal of directors; therefore, pursuant to Section 141 of the DGCL, a director may be removed, without or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. PMC’s bylaws provide that no reduction of the authorized number of directors shall have the effect of removing any director before such director’s term of office expires.
|
| |
Microsemi’s bylaws provide that a director may be removed with or without cause by a vote of a majority of shares entitled to vote at the election of directors.
|
|
|
PMC
|
| |
MICROSEMI
|
|
|
Stockholder Action by Written Consent
|
| |||
|
PMC’s certificate of incorporation does not permit stockholders to act by written consent, except solely to call a special meeting of stockholders in accordance with the PMC certificate of incorporation.
|
| |
Microsemi’s certificate of incorporation does not prohibit stockholders to act by written consent.
|
|
|
Supermajority Provisions
|
| |||
| None. | | | None. | |
|
Special Meetings of Stockholders
|
| |||
|
A special meeting of stockholders may be called at any time by the board of directions of PMC in accordance with the DGCL. The PMC certificate of incorporation provides that a special meeting of stockholders may be called upon request by written consent of holders of a majority of the outstanding shares. Such stockholder request must state each action the requesting stockholders propose to take at such meeting. The board of directors of PMC may include other proposals to be considered at such meeting.
|
| |
Special meetings of Microsemi stockholders may be called by the chief executive officer and shall be called by the chief executive officer or secretary at the request in writing of a majority of the board of directors of Microsemi. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice of such meeting.
|
|
|
PMC’s bylaws provide that special meetings of PMC’s stockholders may be called at any time by the board of directors of PMC, or by the chairman of the board of directors of PMC, or by the president. Special meetings of the stockholders may not be called by any other person or persons. Only such business shall be considered at a special meeting of stockholders as shall have been stated in the notice for such meeting.
|
| | | |
|
Stockholder Proposals and Nominations for Candidates for Election
|
| |||
|
PMC’s certificate of incorporation provides that stockholders may call a special meeting of the stockholders upon the request by written consent of holders of a majority of the outstanding shares of PMC. Such request by written consent must state each action the requesting stockholders propose to take at such meeting and provide to PMC information regarding any material interest held by the requesting stockholders in the proposal and any other information that would be required to be disclosed in filings with the SEC in connection with the solicitation of proxies.
PMC’s bylaws allow stockholders to propose business to be brought before a stockholder meeting, including nominations for the election of directors, subject to timely and proper notice of such business in accordance with the requirements set forth in PMC’s bylaws.
To be timely, a stockholder’s notice shall be delivered to the secretary at PMC’s principal
|
| |
Microsemi’s bylaws allow stockholders to propose business to be brought before a stockholder meeting, including nominations for the election of directors, subject to timely and proper notice of such business in accordance with the requirements set forth in Microsemi’s bylaws.
To be timely, a stockholder’s notice shall be delivered to the secretary at the principal executive offices of Microsemi not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to the date of such annual meeting and not later than the close of business on the later of the 90th day prior to the date of such
|
|
|
PMC
|
| |
MICROSEMI
|
|
|
executive offices not less than one hundred twenty (120) calendar days nor more than one-hundred fifty (150) calendar days in advance of the first anniversary of the immediately preceding annual meeting; provided, however, that in the event the annual meeting is called for a date that is not within twenty-five (25) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs.
|
| |
annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made by Microsemi.
Microsemi’s bylaws also require that a stockholder’s notice must set forth certain information, including, among other things, information with respect to the stockholder (and, if applicable, the stockholder’s nominee for the board of directors of Microsemi), a brief description of the business to be conducted, the reasons for conducting such business at the meeting and any material interest of such stockholder and beneficial owner, if any, in such business.
|
|
|
PMC’s bylaws also require that a stockholder’s notice must set forth certain information, including, among other things, information with respect to the stockholder, a brief description of the business to be brought, certain information about the requesting stockholder (and, if applicable, the stockholder’s nominee for the board of directors of PMC) and a representation that the stockholder giving notice intends to appear in person or by proxy at the annual meeting to bring such business.
|
| |
Additionally, the Microsemi bylaws permit stockholder proposals properly brought pursuant to Rule 14a-8 promulgated under the Exchange Act included in Microsemi’s proxy statement for an annual meeting of stockholders.
|
|
|
Amendment of Certificate of Incorporation and Bylaws
|
| |||
|
PMC’s certificate of incorporation provides that PMC reserves the right to amend, alter, change, or repeal any provision of PMC’s certificate of incorporation, in the manner prescribed by statute, provided that no such amendment to Article VII shall eliminate or reduce the effects of the indemnification and liability limitations set forth therein. Under PMC’s certificate of incorporation, the board of directors of PMC is expressly authorized to make, alter, amend or repeal PMC’s bylaws.
|
| |
Microsemi’s certificate of incorporation may be amended in accordance with the DGCL.
|
|
|
PMC’s bylaws provide that the bylaws may be adopted, amended or repealed by the stockholders entitled to vote or by the board of directors of PMC, provided, that the bylaw providing for the number of directors can only be amended by an amendment duly adopted by PMC stockholders.
|
| |
Microsemi’s bylaws may be amended or repealed by a vote of the holders of stock of Microsemi entitled at the time to vote for the election of directors or by the board of directors of Microsemi at any regular or special meeting; provided, however, that any bylaw or amendment to the bylaws adopted by the board of directors of Microsemi may be amended or repealed, and any bylaw repealed by the board of directors of Microsemi may be reinstated, by the holders of stock of Microsemi entitled at the time to vote for the election of directors.
|
|
|
PMC
|
| |
MICROSEMI
|
|
|
Shareholder Rights Plan
|
| |||
|
PMC does not currently have a shareholder rights plan in place.
|
| |
Microsemi does not currently have a shareholder rights plan in place.
|
|
|
Business Combination Statute
|
| |||
|
PMC has not opted out of Section 203 of the DGCL. For a summary of Section 203 of the DGCL, see “Description of Microsemi Capital Stock — Potential Anti-Takeover Effects of Various Provisions of Delaware Law and Microsemi’s Charter and Bylaws — Delaware Law.”
|
| |
Microsemi has not opted out of Section 203 of the DGCL. For a summary of Section 203 of the DGCL, see “Description of Microsemi Capital Stock — Potential Anti-Takeover Effects of Various Provisions of Delaware Law and Microsemi’s Certificate of Incorporation and Bylaws — Delaware Law.”
|
|
|
Exclusive Forum
|
| |||
| None. | | |
Microsemi’s bylaws provide that except for: (1) actions in which the Court of Chancery in the state of Delaware concludes that an indispensable party is not subject to the jurisdiction of the Delaware courts; and (2) actions in which a federal court has assumed exclusive jurisdiction of a proceeding, any derivative action brought by or on behalf of Microsemi and any direct action brought by a stockholder against Microsemi or any of its directors, officers or employees, alleging a violation of the DGCL, the certificate of incorporation or bylaws of Microsemi or breach of fiduciary duties or other violation of Delaware decisional law relating to the internal affairs of Microsemi, shall be brought in the Court of Chancery in the State of Delaware, which shall be the sole and exclusive forum for any such proceedings upon the approval of the board of directors of Microsemi.
|
|
Microsemi Information Incorporated by Reference
|
| |
Period Covered or Date of Filing
|
|
Annual Report on Form 10-K | | |
Fiscal year ended September 27, 2015, as filed with the SEC on November 12, 2015
|
|
The description of Microsemi’s common stock set forth in Microsemi’s Registration Statement on Form 8-A | | |
As filed with the SEC on December 29, 2000, together with all amendments and reports filed for the purpose of updating such description
|
|
Current Reports on Form 8-K | | |
Filed with the SEC on:
•
December 3, 2015
•
November 25, 2015
•
October 30, 2015
•
October 19, 2015
•
April 28, 2015, as amended on June 26, 2015 and December 16, 2015
|
|
Proxy Statement on Schedule 14A | | |
For the 2015 annual meeting of stockholders, filed with the SEC on December 19, 2014
|
|
PMC Information Incorporated by Reference
|
| |
Period Covered or Date of Filing
|
|
Annual Report on Form 10-K | | |
Fiscal year ended December 27, 2014, as filed with the SEC on February 24, 2015
|
|
Quarterly Reports on Form 10-Q | | | Quarter ended September 26, 2015, as filed with the SEC on November 3, 2015 | |
| | |
Quarter ended June 27, 2015, as filed with the SEC on August 5, 2015
|
|
| | |
Quarter ended March 28, 2015, as filed with the SEC on May 7, 2015
|
|
The description of PMC’s common stock set forth in PMC’ Registration Statement on Form 8-A | | |
As filed with the SEC on May 14, 2001 together with all amendments and reports filed for the purpose of updating such description
|
|
Current Reports on Form 8-K | | | Filed with the SEC on: | |
| | |
•
December 1, 2015
|
|
| | |
•
November 24, 2015
|
|
| | |
•
November 24, 2015
|
|
| | |
•
November 16, 2015
|
|
| | |
•
November 2, 2015
|
|
| | |
•
November 2, 2015
|
|
| | |
•
October 30, 2015
|
|
| | |
•
October 30, 2015
|
|
| | |
•
October 20, 2015
|
|
| | |
•
October 7, 2015
|
|
| | |
•
October 6, 2015
|
|
| | |
•
October 6, 2015
|
|
Proxy Statement on Schedule 14A | | |
For the 2015 annual meeting of stockholders, filed with the SEC on March 20, 2015
|
|
| | |
Page
|
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| | | | A-62 | | |
|
with a copy to:
O’Melveny & Myers LLP 2765 Sand Hill Road Menlo Park, CA 94025 |
|
|
Email:
wlazarow@omm.com
stonsfeldt@omm.com pscrivano@omm.com
|
|
|
Attention:
Warren Lazarow
Steven Tonsfeldt Paul Scrivano
|
|
|
Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue California 94301 |
|
|
Email:
kenton.king@skadden.com
amr.razzak@skadden.com
|
|
|
Attention:
Kenton King
Amr Razzak
|
|
| PMC-SIERRA, INC. | | ||||||
| By: | | | /s/ Gregory S. Lang | | |||
| | | | Name: | | | Gregory S. Lang | |
| | | | Title: | | | President and Chief Executive Officer | |
| MICROSEMI CORPORATION | | ||||||
| By | | | /s/ James J. Peterson | | |||
| | | | Name: | | | James J. Peterson | |
| | | | Title: | | | Chairman of the Board and Chief Executive Officer | |
| LOIS ACQUISITION CORP. | | ||||||
| By: | | | /s/ Steven G. Litchfield | | |||
| | | | Name: | | | Steven G. Litchfield | |
| | | | Title: | | | President and Chief Executive Officer | |
Term
|
| |
Section
|
|
Action
|
| | 1.1 | |
Acquisition Proposal
|
| | 1.1 | |
Acceptance Time
|
| | 2.1(f) | |
Additional Offer Period
|
| | 2.1(d) | |
Affiliate
|
| | 1.1 | |
Agreement
|
| | Preamble | |
Alternative Debt Financing
|
| | 7.12(d) | |
Antitrust Laws
|
| | 7.7(a) | |
Benefit Plans
|
| | 1.1 | |
Board Recommendation
|
| | 5.22 | |
Book Entry Shares
|
| | 1.1 | |
Business Day
|
| | 1.1 | |
Cash Consideration
|
| | Recitals | |
Certificate of Merger
|
| | 3.2 | |
Certificates
|
| | 4.1(c) | |
Change of Recommendation
|
| | 7.3(d) | |
Cleanup
|
| | 1.1 | |
Closing
|
| | 3.3 | |
Closing Date
|
| | 3.3 | |
Code
|
| | 1.1 | |
Company
|
| | Preamble | |
Company 401(k) Plan
|
| | 7.4(e) | |
Company Arrangements
|
| | 5.9(h) | |
Company Balance Sheet
|
| | 5.6 | |
Company Balance Sheet Date
|
| | 1.1 | |
Company Common Stock
|
| | 1.1 | |
Company Credit Agreement
|
| | 1.1 | |
Company Compensation Committee
|
| | 5.9(h) | |
Company Disclosure Schedule
|
| | 1.1 | |
Company Equity Plans
|
| | 1.1 | |
Company Financial Advisors
|
| | 5.23 | |
Company Financial Statements
|
| | 5.5(b) | |
Company License-In Agreements
|
| | 5.12(b) | |
Company License-Out Agreements
|
| | 5.12(c) | |
Company Material Adverse Effect
|
| | 1.1 | |
Company Performance Restricted Stock Unit
|
| | 1.1 | |
Company Preferred Stock
|
| | 1.1 | |
Company Products
|
| | 1.1 | |
Company Real Property
|
| | 5.14(a) | |
Company Related Party
|
| | 1.1 | |
Company Restricted Stock Unit
|
| | 1.1 | |
Term
|
| |
Section
|
|
Company SEC Reports
|
| | 5.5(a) | |
Company Special Shares
|
| | 4.6 | |
Company Stock Option
|
| | 1.1 | |
Confidentiality Agreement
|
| | 1.1 | |
Consideration Fund
|
| | 4.2(a) | |
Contract
|
| | 1.1 | |
Converted PRSU
|
| | 4.4(d) | |
Converted RSUs
|
| | 4.4(b) | |
Covered Securityholders
|
| | 5.9(h) | |
D&O Indemnitee
|
| | 7.6(a) | |
D&O Insurance
|
| | 7.6(b) | |
Debt Commitment Letter
|
| | 6.13 | |
Debt Financing
|
| | 6.13 | |
Debt Financing Agreements
|
| | 7.12(b) | |
DGCL
|
| | 1.1 | |
Disclosure Document
|
| | 1.1 | |
Dissenting Shares
|
| | 4.3 | |
Effective Time
|
| | 3.2 | |
Employees
|
| | 7.4(a) | |
Environmental Claim
|
| | 1.1 | |
Environmental Laws
|
| | 1.1 | |
Equity Conversion Ratio
|
| | 1.1 | |
ERISA
|
| | 1.1 | |
ERISA Affiliate
|
| | 1.1 | |
ESPP
|
| | 1.1 | |
Exchange Act
|
| | 1.1 | |
Exchange Agreement
|
| | 4.6 | |
Exchange Ratio
|
| | Recitals | |
Expenses
|
| | 9.2(c) | |
Expiration Date
|
| | 2.1(c) | |
FCPA
|
| | 1.1 | |
Financing Cooperation Indemnity
|
| | 7.13(b) | |
Financing Indemnitees
|
| | 7.13(b) | |
Financing Sources
|
| | 1.1 | |
Foreign Antitrust Approvals
|
| | 7.7(a) | |
Foreign Benefit Plan
|
| | 1.1 | |
GAAP
|
| | 5.5(b) | |
Governmental Entity
|
| | 5.4 | |
Hazardous Materials
|
| | 1.1 | |
HSR Act
|
| | 1.1 | |
Indemnified Parties
|
| | 7.6(a) | |
Intellectual Property
|
| | 1.1 | |
Intervening Event
|
| | 1.1 | |
Term
|
| |
Section
|
|
IRS
|
| | 1.1 | |
Knowing and Intentional Breach
|
| | 1.1 | |
Knowledge
|
| | 1.1 | |
Law
|
| | 1.1 | |
Lien
|
| | 1.1 | |
Mandated Benefit Plan
|
| | 1.1 | |
Material Contract
|
| | 5.8(a) | |
Maximum Amount
|
| | 7.6(b) | |
Merger
|
| | Recitals | |
Merger Consideration
|
| | 4.1(c) | |
Minimum Condition
|
| | 2.1(b) | |
Nasdaq
|
| | 1.1 | |
Nasdaq Rules
|
| | 1.1 | |
New Debt Commitment Letter
|
| | 7.12(d) | |
New Exercise Date
|
| | 7.8 | |
OFAC
|
| | 1.1 | |
Offer
|
| | Recitals | |
Offer Documents
|
| | 2.1(g) | |
Offering Period
|
| | 7.8 | |
Open Source Material
|
| | 1.1 | |
Option Consideration
|
| | 1.1 | |
Owned Intellectual Property
|
| | 5.12(a) | |
Parent
|
| | Preamble | |
Parent Common Stock
|
| | 1.1 | |
Parent Material Adverse Effect
|
| | 1.1 | |
Parent Measurement Price
|
| | 1.1 | |
Parent Plans
|
| | 7.4(c) | |
Parent Reimbursement Fee
|
| | 9.2(b) | |
Parent SEC Reports
|
| | 1.1 | |
Parent Stock Exchange
|
| | 1.1 | |
Partnership
|
| | 1.1 | |
Paying and Exchange Agent
|
| | 4.2(a) | |
Permits
|
| | 5.17 | |
Permitted Liens
|
| | 1.1 | |
Person
|
| | 1.1 | |
Per Share Amount
|
| | Recitals | |
Preliminary Prospectus
|
| | 2.1(g) | |
Prime Rate
|
| | 1.1 | |
Share Consideration
|
| | Recitals | |
Share Consideration Value
|
| | 1.1 | |
Qualifying Transaction
|
| | 1.1 | |
Real Property Lease
|
| | 5.14(a) | |
Registration Statement
|
| | 2.1(g) | |
Term
|
| |
Section
|
|
Representatives
|
| | 7.2 | |
Sarbanes-Oxley Act
|
| | 5.5(d) | |
SEC
|
| | 1.1 | |
Section 262
|
| | 4.3 | |
Securities Act
|
| | 1.1 | |
Service Provider
|
| | 1.1 | |
Schedule 14D-9
|
| | 2.2(b) | |
Significant Customer
|
| | 5.19(a) | |
Significant Supplier
|
| | 5.19(b) | |
Skyworks Merger Agreement
|
| | Recitals | |
Skyworks Termination Fee
|
| | Recitals | |
Specified Contracts
|
| | 5.8(d) | |
Sub
|
| | Preamble | |
Subsidiary
|
| | 1.1 | |
Superior Proposal
|
| | 1.1 | |
Surviving Corporation
|
| | 3.1 | |
Tax Incentive
|
| | 5.13(k) | |
Tax Return
|
| | 1.1 | |
Taxes
|
| | 1.1 | |
Tender Offer Conditions
|
| | 2.1(b) | |
Termination Date
|
| | 9.1(b)(i) | |
Total Cash Consideration
|
| | 1.1 | |
Total Cash Exercise Price.
|
| | 1.1 | |
Total Share Consideration
|
| | 1.1 | |
Total Share Exercise Price.
|
| | 1.1 | |
Underwater Option
|
| | 1.1 | |
United States and U.S.
|
| | 1.1 | |
Name
|
| |
Age
|
| |
Title
|
| |
Present Principal Occupation or
Employment and Five-Year Employment History |
|
James J. Peterson | | |
60
|
| | Chairman of the Board & Chief Executive Officer | | |
Chairman of the Board and Chief Executive Officer of Microsemi since November 2013; President and Chief Executive Officer of Microsemi from 2000 to November 2013.
|
|
Dennis R. Leibel | | |
71
|
| | Lead Independent Director | | |
Lead Independent Director of Microsemi since November 2013; Chairman of the Board of Microsemi from 2004 to November 2013; Director of Microsemi since 2002. A retired financial and legal executive, private investor and consultant; Director of DPAC Technologies Corp., a device networking company based in Hudson, Ohio, from 2006 to 2011.
|
|
Thomas R. Anderson | | |
71
|
| | Director | | |
Director of Microsemi since 2002. A retired executive and private investor.
|
|
William E. Bendush | | |
66
|
| | Director | | |
Director of Microsemi since 2003. A retired executive and private investor; Director of Cohu, Inc., an equipment manufacturer for the semiconductor industry based in Poway, California, since 2011; Director of Conexant Systems, Inc., a fabless semiconductor company based in Newport Beach, California, from 2008 to 2011.
|
|
Paul F. Folino | | |
70
|
| | Director | | |
Director of Microsemi since 2004. Executive Chairman of the Board of Emulex Corporation, an information technology products manufacturer, from 2006 to 2011 and a Director of Emulex Corporation from 1993 to 2015; Director of CoreLogic, Inc., a provider of consumer, financial and property information, analytics and services to
|
|
Name
|
| |
Age
|
| |
Title
|
| |
Present Principal Occupation or
Employment and Five-Year Employment History |
|
| | | | | | | | |
business and government based in Irvine, California, since 2011; Director of Lantronix, Inc., a provider of smart machine-to-machine connectivity solutions based in Irvine, California, since 2012; serves as a member of the Board of Directors or as a Trustee of a number of non-profit organizations.
|
|
William L. Healey | | |
71
|
| | Director | | |
Director of Microsemi since 2003. Business consultant and private investor. Director of Sypris Solutions, Inc., a provider of technology-based outsourced services and specialty products based in Louisville, Kentucky, since 1997; Director of Pro-Dex, Inc., a motion control and rotary drive systems manufacturer based in Irvine, California, from 2007 to 2013 and its Chairman of the Board from 2010 to 2013.
|
|
Matthew E. Massengill
|
| |
54
|
| | Director | | |
Director of Microsemi since 2006. Director of Western Digital Corporation since 2000; Director of GT Advanced Technologies, Inc., a supplier of materials for solar cell and panel manufacturing based in Merrimack, New Hampshire, since 2008 and its Chairman of the Board since 2010; Director of Conexant Systems, Inc. from 2008 to 2011.
|
|
Paul H. Pickle | | |
45
|
| | President and Chief Operating Officer | | |
President and Chief Operating Officer of Microsemi since 2013. Executive Vice President, Integrated Circuits Group from 2012 to 2013; Senior Vice President and General Manager, Analog and SoC Products from 2011 to 2012; Vice President and General, Analog Mixed Signal Products Group from 2009 to 2011; Vice President, Worldwide Applications Engineering from 2004 to 2009.
|
|
John W. Hohener | | |
60
|
| | Executive Vice President, Chief Financial Officer, Secretary and Treasurer | | |
Executive Vice President, Chief Financial Officer, Secretary and Treasurer of Microsemi since 2009; Vice President, Chief Financial Officer and Secretary of Microsemi since 2008; Vice President of Finance, Treasurer and Chief Accounting Officer of Microsemi since 2007; Officer of Microsemi since 2006.
|
|
Steven G. Litchfield | | |
46
|
| | Executive Vice President, Chief Strategy Officer | | |
Executive Vice President, Chief Strategy Officer of Microsemi since 2009; Executive Vice President — Analog Mixed Signal Group of Microsemi from 2006 to 2009; Officer of Microsemi since 2003.
|
|
David Goren | | |
57
|
| | Senior Vice President, Business Affairs, Legal and Compliance | | |
Senior Vice President, Chief Legal and Compliance Officer Of Microsemi since 2012; Vice President, Legal of Microsemi since 2007.
|
|
Name
|
| |
Age
|
| |
Title
|
| |
Present Principal Occupation and Five-Year Employment History
|
| | ||
Steven G. Litchfield | | |
46
|
| | Director, President & Chief Executive Officer | | |
Director, President and Chief Executive Officer of the Offeror since 2015. Executive Vice President, Chief Strategy Officer of Microsemi since 2009; Executive Vice President — Analog Mixed Signal Group of Microsemi from 2006 to 2009. Officer of Microsemi since 2003.
|
| | ||
John W. Hohener | | |
60
|
| | Chief Financial Officer, Secretary | | |
Chief Financial Officer and Secretary of the Offeror since 2015. Executive Vice President, Chief Financial Officer, Secretary and Treasurer of Microsemi since 2009; Vice President, Chief Financial Officer and Secretary of Microsemi since 2008; Vice President of Finance, Treasurer and Chief Accounting Officer of Microsemi since 2007. Officer of Microsemi since 2006.
|
| | ||
Paul H. Pickle | | |
45
|
| | Director | | |
Director of the Offeror since 2015. President and Chief Operating Officer of Microsemi since 2013. Executive Vice President, Integrated Circuits Group of Microsemi from 2012 to 2013; Senior Vice President and General Manager, Analog and SoC Products of Microsemi from 2011 to 2012; Vice President and General, Analog Mixed Signal Products Group of Microsemi from 2009 to 2011; Vice President, Worldwide Applications Engineering of Microsemi from 2004 to 2009.
|
| | ||
| | | | | | | | | | | | | |
| MICROSEMI CORPORATION | | |||
| By: | | | /s/ James J. Peterson | |
| | | | Name: James J. Peterson Title: Chairman of the Board and Chief Executive Officer |
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ James J. Peterson
James J. Peterson
|
| |
Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
|
| |
December 16, 2015
|
|
|
/s/ John W. Hohener
John W. Hohener
|
| |
Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)
|
| |
December 16, 2015
|
|
|
/s/ Dennis R. Leibel
Dennis R. Leibel
|
| |
Director
|
| |
December 16, 2015
|
|
|
/s/ Thomas R. Anderson
Thomas R. Anderson
|
| |
Director
|
| |
December 16, 2015
|
|
|
/s/ William E. Bendush
William E. Bendush
|
| |
Director
|
| |
December 16, 2015
|
|
|
/s/ Paul F. Folino
Paul F. Folino
|
| |
Director
|
| |
December 16, 2015
|
|
|
/s/ William L. Healey
William L. Healey
|
| |
Director
|
| |
December 16, 2015
|
|
|
/s/ Matthew E. Massengill
Matthew E. Massengill
|
| |
Director
|
| |
December 16, 2015
|
|
Exhibit Number |
| |
Description of Exhibit
|
|
2.1* | | |
Agreement and Plan of Merger, dated as of November 24, 2015, by and among Microsemi Corporation, Lois Acquisition Corp. and PMC-Sierra, Inc. (incorporated by reference to the copy included as Annex A to Part I of this Registration Statement on Form S-4).
|
|
2.2 | | |
Agreement and Plan of Merger dated as of October 21, 2013 by and among Microsemi Corporation, PETT Acquisition Corp. and Symmetricom, Inc. (incorporated by reference to the indicated Exhibit of Symmetricom Inc.’s Current Report on Form 8-K (File No. 0-02287) filed with the Commission October 22, 2013).
|
|
2.3 | | |
Agreement and Plan of Merger dated as of March 17, 2015 by and among Microsemi Corporation, LLIU100 Acquisition Corp. and Vitesse Semiconductor Corporation (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (File No. 0-08866) as filed with the Commission on March 18, 2015).
|
|
3.1 | | |
Amended and Restated Certificate of Incorporation of Microsemi Corporation. (incorporated by reference to the indicated Exhibit to the Registrant’s Quarterly Report on Form 10-Q (File No. 0-08866) as filed with the Commission on February 10, 2011).**
|
|
3.2 | | |
Fourth Amended and Restated Bylaws of Microsemi Corporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 0-08866) as filed with the Commission on December 3, 2015).**
|
|
4.1 | | |
Specimen certificate for the shares of common stock of Microsemi Corporation (Incorporated by reference to the indicated Exhibit to the Registrant’s Annual Report on Form 10-K (File No. 0-08866) as filed with the Commission on December 16, 2005).
|
|
5.1^ | | | Opinion of O’Melveny & Myers LLP regarding legality of securities being registered. | |
10.1 | | |
Microsemi Corporation 1987 Stock Plan, and amendments thereto (Incorporated by reference to Exhibit 99(D)(1) to the Registrant’s Tender Offer Statement on Schedule TO (File No. 005-30432) as filed with the Commission on August 17, 2005).**
|
|
10.2 | | |
Form of Non-Employee Stock Option Agreement from and after February 22, 2006 (incorporated by reference to Exhibit 10.11 to the Registrant’s Annual Report on Form 8-K (File No. 0-08866) as filed with the Commission on February 28, 2006).**
|
|
10.3 | | |
Microsemi Corporation 2008 Performance Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 0-08866) as filed with the Commission on February 13, 2014).**
|
|
10.4 | | |
Form of Notice of Grant of Restricted Stock Award and Terms and Conditions under 2008 Performance Incentive Plan (incorporated by reference to Exhibit 10.5.1 to the Registrant’s Annual Report on Form 10-K (File No. 0-08866) as filed with the Commission on November 21, 2008).**
|
|
10.5 | | |
Form of Performance Stock Unit Award Agreement — Fiscal 2013-2015 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 0-08866) as filed with the Commission on January 30, 2013).**
|
|
10.6 | | |
Form of Performance Stock Unit Award Agreement — Fiscal 2014-2016 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 0-08866) as filed with the Commission on January 29, 2014).**
|
|
10.7 | | |
Form of Performance Stock Unit Award Agreement — Fiscal 2015-2017 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 0-08866) as filed with the Commission on January 28, 2015).**
|
|
10.8 | | |
Microsemi Corporation Cash Bonus Plan (incorporated by reference to Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K (File No. 0-08866) as filed with the Commission on November 21, 2008).**
|
|
10.9 | | |
Fiscal 2015 Executive Non-Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 0-08866) as filed with the Commission on January 28, 2015).**
|
|
Exhibit Number |
| |
Description of Exhibit
|
|
10.10 | | |
Executive Retention Agreement dated March 31, 2009 between James J. Peterson and Microsemi Corporation (Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 0-08866) as filed with the Commission on July 30, 2009).**
|
|
10.11 | | |
Executive Retention Agreement dated March 31, 2009 between John W. Hohener and Microsemi Corporation (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 0-08866) as filed with the Commission on July 30, 2009).**
|
|
10.12 | | |
Executive Retention Agreement dated September 17, 2015 between Paul H. Pickle and Microsemi Corporation (incorporated by reference to Microsemi Corporation’s Annual Report on Form 10-K (File No. 0-08866) for the fiscal year ended September 27, 2015, as filed with the Commission on November 12, 2015).**
|
|
10.13 | | |
Form of Executive Retention Agreement dated September 17, 2015 for Steven G. Litchfield and David Goren (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 0-08866) as filed with the Commission on September 17, 2015).**
|
|
10.14 | | |
Form of Amendment to Executive Retention Agreement for Certain Named Executive Officers to Address Section IRC Section 409A Considerations (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (File No. 0-08866) as filed with the Commission on January 30, 2013).**
|
|
10.15 | | |
Summary of Compensation Arrangements for Named Executive Officers (incorporated by reference to Microsemi Corporation’s Annual Report on Form 10-K (File No. 0-08866) for the fiscal year ended September 27, 2015, as filed with the Commission on November 12, 2015).
|
|
10.16 | | |
Directors’ Compensation Policy (incorporated by reference to the indicated Exhibit to the Registrant’s Annual Report on Form 10-K (File No. 0-08866) as filed with the Commission on November 13, 2014).*
|
|
10.17 | | |
Form of Officers and Directors Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 0-08866) as filed with the Commission on September 3, 2008).**
|
|
10.18 | | |
Settlement Agreement dated July 8, 1998 by and between Microsemi Corp.-Colorado, FMC Corporation, Siemens Microelectronics, Inc. and Coors Porcelain Company (Incorporated by reference to Exhibit 10.104 o the Registrant’s Pre-Effective Amendment No. 2 to Form S-4 (Reg. No. 333-130655) as filed with the Commission on March 3, 2006).
|
|
10.19 | | |
Credit Agreement, dated as of November 2, 2010, by and among Microsemi Corporation, Morgan Stanley Senior Funding, Inc., Morgan Stanley & Co. Incorporated, East West Bank, Raymond James Bank, FSB and the lenders referred to therein (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 0-08866) as filed with the Commission on November 5, 2010).
|
|
10.20 | | |
Amendment No. 1 to Credit Agreement, dated as of March 2, 2011, by and among Microsemi Corporation, Morgan Stanley Senior Funding, Inc. and the lenders referred to therein (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 0-08866) as filed with the Commission on March 4, 2011).
|
|
10.21 | | |
Amendment No. 2 to Credit Agreement, dated as of October 13, 2011, by and among Microsemi Corporation, Morgan Stanley Senior Funding, Inc., Morgan Stanley & Co. LLC and the lenders referred to therein (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 0-08866) as filed with the Commission on October 19, 2011).
|
|
10.22 | | |
Amendment No. 3 to Credit Agreement, dated as of February 17, 2012, by and among Microsemi Corporation, Morgan Stanley Senior Funding, Inc., Morgan Stanley & Co. LLC and the lenders referred to therein (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 0-08866) as filed with the Commission on February 21, 2012.)
|
|
Exhibit Number |
| |
Description of Exhibit
|
|
10.23 | | |
Increase Term Joinder, dated as of February 17, 2012, by and among Microsemi Corporation and Morgan Stanley Senior Funding, Inc. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 0-08866) as filed with the Commission on February 21, 2012.)
|
|
10.24 | | |
Amendment No. 4 to Credit Agreement, dated as of February 19, 2013, by and among Microsemi Corporation, Morgan Stanley Senior Funding, Inc. and the lenders referred to therein (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 0-08866) as filed with the Commission on February 22, 2013).
|
|
10.25 | | |
Amendment No. 5 to Credit Agreement, dated as of March 18, 2014, by and among Microsemi Corporation, Royal Bank of Canada, as administrative agent and collateral agent, the other agents party thereto and the lenders referred to therein (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 0-08866) as filed with the Commission on March 24, 2014).
|
|
10.26 | | |
Amendment No. 6 to Credit Agreement, dated as of March 31, 2015, by and among Microsemi Corporation, Bank of America N.A., as administrative agent and collateral agent, the other agents party thereto and the lenders referred to therein (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 0-08866) as filed with the Commission on April 1, 2015).
|
|
10.27 | | |
Incremental Term Joinder, dated as of April 28, 2015, by and among Microsemi Corporation, Bank of America N.A., as administrative agent and collateral agent, the other agents party thereto and the lenders referred to therein (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 0-08866) as filed with the Commission on April 28, 2015).
|
|
21.1 | | |
Subsidiaries of Microsemi Corporation (incorporated by reference to Microsemi Corporation’s Annual Report on Form 10-K (File No. 0-08866) for the fiscal year ended September 27, 2015, as filed with the Commission on November 12, 2015).
|
|
23.1* | | | Consent of PricewaterhouseCoopers LLP, as independent registered public accounting firm to Microsemi Corporation. | |
23.2* | | |
Consent of BDO USA, LLP, as independent registered public accounting firm to Vitesse Semiconductor Corporation.
|
|
23.3* | | |
Consent of Ernst & Young LLP, as independent registered public accounting firm to PMC-Sierra, Inc.
|
|
23.4* | | |
Consent of Deloitte LLP, as independent registered public accounting firm to PMC-Sierra, Inc.
|
|
23.5^ | | |
Consent of Opinion of O’Melveny & Myers LLP with respect to legality opinion (included in the opinion filed as Exhibit 5.1 and incorporated herein by reference).
|
|
24.1* | | |
Power of Attorney (incorporated by reference to the signature pages to this Registration Statement on Form S-4).
|
|
99.1* | | | Consent of Qatalyst Partners LP. | |
99.2* | | | Consent of Needham & Company, LLC. | |
99.3* | | | Form of Letter of Transmittal. | |
99.4* | | |
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
|
|
99.5* | | |
Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
|
|