DATED NOVEMBER 18, 2015

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant ¨

Filed by a Party other than the Registrant þ

Check the appropriate box:

 

¨ Preliminary Proxy Statement
¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨ Definitive Proxy Statement
þ Definitive Additional Materials
¨ Soliciting Materials under § 240.14a-12

PERICOM SEMICONDUCTOR CORPORATION

 

(Name of Registrant as Specified in its Charter)

MONTAGE TECHNOLOGY GROUP LIMITED

PORSCHE ACQUISITION SUB, INC.

HOWARD YANG

STEPHEN TAI

MARK VOLL

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

þ No fee required.
¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

  (1) Title of each class of securities to which transaction applies:
  (2) Aggregate number of securities to which transaction applies:
  (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0- 11 (set forth the amount on which the filing fee is calculated and state how it was determined):
  (4) Proposed maximum aggregate value of transaction:
  (5) Total fee paid:

 

¨ Fee paid previously with preliminary materials.
¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

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On November 18, 2015, Montage issued the following press release:

Montage Technology Group Issues Statement Regarding Superior Offer for Pericom Semiconductor

Montage Believes Pericom is Determined to Reject All Montage Proposals so Pericom can Force the Inferior Diodes Deal on Pericom Shareholders

Montage Urges Pericom Shareholders to Vote AGAINST the Diodes Acquisition Proposal on the GOLD Proxy Card

MILPITAS, CA, November 18, 2015 — Montage Technology Group Limited (“Montage”) today issued the following statement in response to Pericom Semiconductor Corporation’s (“Pericom”) (NASDAQ: PSEM) rejection of Montage’s increased offer to acquire all of the outstanding shares of Pericom for $19.00 per share in cash:

We are shocked that Pericom’s Board of Directors would act so quickly to deny its shareholders the opportunity to receive a full $1.25 more per share than they would receive in the inferior transaction with Diodes Incorporated (“Diodes”).

The Pericom Board continues to employ scare tactics and fear mongering, despite the fact that a Montage-Pericom transaction is indisputably superior to the Diodes-Pericom transaction.

A Montage-Pericom transaction:

 

  •   would not be subject to any financing or regulatory approval conditions,
  •   has committed financing, and would provide Pericom shareholders with payment promptly following closing of the transaction, and
  •   can close quickly and likely in December, if Pericom would only stop denying the Pericom shareholders from receiving greater value per share.

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

SHAREHOLDERS ARE URGED TO

PROTECT THEIR INVESTMENT BY VOTING THE GOLD PROXY CARD TODAY!

Montage believes that shareholder should reject Pericom’s scare tactics and refuse to accept an inferior deal. Please vote “AGAINST” the Diodes Acquisition Proposal on the GOLD proxy card TODAY.

 

EVERY VOTE IS IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES.

Shareholders who have questions or need assistance voting their shares may contact:

INNISFREE M&A INCORPORATED

+ (888) 750-5834 (toll-free from the US and Canada)

+ (412) 412-232-3651 (from other countries)

Remember—only the latest-dated proxy card counts!

Barclays is acting as financial advisor to Montage and O’Melveny & Myers LLP is serving as legal counsel.

Montage and its directors, executive officers and certain employees may be deemed, under rules of the Securities and Exchange Commission (“SEC”), to be participants in the solicitation of proxies from Pericom shareholders in connection with Pericom’s Special Meeting of Shareholders. Information about the interests in Pericom of Montage and its directors, executive officers and employees are set forth in a definitive proxy statement that was filed with the SEC on October 26, 2015 (the “Montage Proxy”).

Investors are urged to read in its entirety the Montage Proxy which is available now and any other relevant documents filed with the SEC when they become available, because they contain (or will contain) important information. The Montage Proxy, and any other documents filed by Montage with the SEC, may be obtained free of charge at the SEC web site at www.sec.gov. The Montage Proxy and such other documents may also be obtained free of charge by contacting Innisfree M&A Incorporated, Montage’s proxy solicitor, toll-free at: (888) 750-5834 or 501 Madison Avenue, 20th Floor, New York, New York 10022.

About Montage

Montage is a global fabless provider of analog and mixed-signal semiconductor solutions currently addressing the home entertainment and cloud computing markets. In the home entertainment market, Montage’s technology platform enables the Company to design highly integrated end-to-end solutions with customized software for set-top boxes. These solutions optimize signal processing performance under demanding operating conditions typically found in emerging marketing environments. In the cloud computing market, Montage offers high performance, low power memory interface solutions that enable memory intensive server applications. Its technology platform approach allows Montage to provide integrated solutions that meet the expanding needs of customers through continuous innovation, efficient design and rapid product development. For more information regarding Montage please visit the Company’s website at www.montage-tech.com.

Company Contact:

Montage

Mark Voll, CFO

(408) 982-2780 or 86-21-6128-5678 x8618

Investor Contact:

Innisfree M&A Incorporated

Arthur Crozier/Jennifer Shotwell/Jon Salzberger

(212) 750-5833

Media Contact:

Joele Frank, Wilkinson Brimmer Katcher

Eric Brielmann or Jed Repko

(415) 869-3950

Mahmoud Siddig

(212) 355-4449

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