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Microsemi Corporation Commences Exchange Offer to Acquire PMC-Sierra, Inc.


ALISO VIEJO, Calif. – Microsemi Corporation (Nasdaq: MSCC), a leading provider of semiconductor solutions differentiated by power, security, reliability and performance, today announced that it commenced an exchange offer (the "Offer") for all of the outstanding shares of PMC-Sierra, Inc. (PMC®) (Nasdaq: PMCS), a semiconductor and software solutions leader in storage, optical and mobile networks, through a wholly-owned subsidiary of Microsemi, pursuant to their previously announced merger agreement, dated November 24, 2015. Subject to the terms and conditions of the Offer, PMC-Sierra stockholders who validly tender their shares in the Offer will receive $9.22 in cash and 0.0771 of a share of Microsemi common stock for each share of PMC common stock.



The Offer is scheduled to expire at 12:00 midnight, New York City time, at the end of January 14, 2016, unless earlier extended or terminated. The terms and conditions of the Offer are described in the exchange offer documents, which will be mailed to PMC stockholders and filed with the Securities and Exchange Commission ("SEC").



Upon satisfaction of the conditions to the Offer, and after the shares tendered in the Offer are accepted for payment, Microsemi and PMC intend, as promptly as practicable, to effect a merger pursuant to Section 251(h) of the Delaware General Corporation Law, which would not require a vote of PMC's stockholders, and which would result in each outstanding share of PMC common stock not tendered in the Offer (other than shares held by PMC in treasury, by Microsemi or its subsidiaries or by PMC stockholders who have validly exercised their appraisal rights under Delaware law) being converted into the right to receive $9.22 in cash and 0.0771 of a share of Microsemi common stock. The Offer is subject to customary conditions, including the tender of a number of shares of PMC common stock that together with any shares already held by Microsemi, equal to at least a majority of the outstanding shares of PMC's common stock and certain regulatory clearances, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. No approval of the stockholders of Microsemi is required in connection with the proposed transaction. The board of directors of PMC recommends that PMC stockholders accept the Offer and tender their shares of PMC common stock to Microsemi pursuant to the Offer.



In connection with the Offer, Microsemi will file today a registration statement on Form S-4 including a prospectus/offer to exchange and certain ancillary documentation that will be mailed to PMC stockholders and a tender offer statement on Schedule TO with the SEC and PMC-Sierra will file a solicitation/recommendation statement on Schedule 14D-9 that will also be mailed to PMC stockholders. These documents contain important information about the Offer that should be read carefully before any decision is made with respect to the Offer.



About Microsemi

Microsemi Corporation (Nasdaq: MSCC) offers a comprehensive portfolio of semiconductor and system solutions for communications, defense security, aerospace and industrial markets. Products include high-performance and radiation-hardened analog mixed-signal integrated circuits, FPGAs, SoCs and ASICs; power management products; timing and synchronization devices and precise time solutions, setting the world's standard for time; voice processing devices; RF solutions; discrete components; security technologies and scalable anti-tamper products; Ethernet solutions; Power-over-Ethernet ICs and midspans; as well as custom design capabilities and services. Microsemi is headquartered in Aliso Viejo, Calif., and has approximately 3,600 employees globally. For more information, visit www.microsemi.com.



SOURCE Microsemi Corporation



CONTACT: Financial: John W. Hohener, Executive Vice President and CFO, Phone: (949) 380-6100, OR Investor: Robert C. Adams, Vice President of Corporate Development, Phone: (949) 380-6100



Web Site: http://www.microsemi.com  

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