Additional Proxy Soliciting Materials - Non-management (definitive) (dfan14a)
20 November 2015 - 12:04PM
Edgar (US Regulatory)
DATED NOVEMBER 19, 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 x
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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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):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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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):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials. |
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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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Amount previously paid:
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Form, Schedule or Registration Statement No.:
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On November 19, 2015, Montage issued the following press release:
Montage Technology Group Issues Statement Regarding Superior $19 Per Share Cash Offer
for Pericom Semiconductor
Montage Willing to Commence Cash Tender Offer to Complete Transaction by end of December
Montages Cash Offer for Pericom is $1.25 Per Share Higher Than Diodes Proposal
MILPITAS, CA, November 19, 2015 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 tomorrows 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 Pericoms 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, Pericoms Board appears intent on forcing through the Diodes proposal at tomorrows 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:
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Montages 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;
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Montage has committed financing, and would provide Pericom shareholders with payment promptly; and |
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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:
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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. |
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Stop the Pericom Board from proceeding with a transaction that Montage believes is an inferior transaction. |
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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.
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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 OMelveny & 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 Pericoms 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, Montages 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, Montages 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 Companys 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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