Montage Technology Group Issues Statement Regarding Superior $19 Per Share Cash Offer for Pericom Semiconductor
20 November 2015 - 12:24AM
Business Wire
Montage Willing to Commence Cash Tender Offer
to Complete Transaction by End of December
Montage’s Cash Offer for Pericom is $1.25 Per
Share Higher Than Diodes Proposal
Montage Technology Group Limited (“Montage”) today issued the
following statement related to its superior offer to acquire all of
the outstanding shares of Pericom Semiconductor Corporation
(“Pericom”) (NASDAQ:PSEM) for $19.00 per share in cash:
“Montage is willing to commence a cash tender offer pursuant to
a definitive agreement for a Montage-Pericom transaction, which
Montage believes could be consummated by the end of December. If
Pericom shareholders reject the Diodes merger proposal at
tomorrow’s Special Meeting of Shareholders, Montage is prepared to
immediately engage with Pericom to enter into a definitive
agreement and immediately after signing the definitive agreement
would commence the cash tender offer under Securities and Exchange
Commission rules.
We are shocked that Pericom’s Board of Directors would continue
to deny its shareholders the opportunity to receive a full $1.25
more per share than they would receive in the inferior Diodes
transaction. Despite our repeated attempts to facilitate a
transaction at a significant premium to the Diodes proposal,
Pericom’s Board appears intent on forcing through the Diodes
proposal at tomorrow’s Special Meeting of Shareholders. If Pericom
shareholders reject the inferior Diodes deal, Montage is prepared
to act quickly to ensure that Pericom shareholders receive the
highest available cash price for their investment.”
Montage notes that:
- Montage’s tender offer would
not be subject to any financing or
regulatory approval conditions and, assuming the minimum tender
condition is met, Montage would purchase any and all tendered
shares;
- Montage has committed financing, and
would provide Pericom shareholders with payment promptly; and
- Montage believes it can close quickly –
by the end of December.
Montage Continues to Urge Pericom
Shareholders to Protect the Value of Their Investment by Voting
AGAINST the Proposed Diodes Acquisition on the GOLD Proxy
Card
A vote “AGAINST” the Diodes acquisition on the
GOLD proxy card will:
- Preserve shareholders’ opportunity to
receive the significant premium for their Pericom shares
contemplated by the Montage offer which, if consummated, would
provide significantly greater value to Pericom shareholders than
the proposed Diodes acquisition.
- Stop the Pericom Board from proceeding
with a transaction that Montage believes is an inferior
transaction.
- Send a strong message to the Pericom
Board that Pericom will not be sold for a lower price than is
currently available.
Pericom stockholders are reminded that their vote is important,
no matter how many or how few shares they own and that the latest
submitted proxy card will revoke any previously submitted proxy
card.
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.
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version on businesswire.com: http://www.businesswire.com/news/home/20151119006795/en/
Company:MontageMark Voll, CFO(408) 982-2780 or
86-21-6128-5678 x8618orInvestor:Innisfree M&A
IncorporatedArthur Crozier/Jennifer Shotwell/Jon Salzberger(212)
750-5833orMedia:Joele Frank,Wilkinson Brimmer Katcher/Eric
Brielmann/Jed Repko(415) 869-3950orMahmoud Siddig, (212)
355-4449
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