Microsemi, a leading provider of semiconductor solutions differentiated by power, security, reliability and performance, announced that Microsemi’s wholly-owned subsidiary Lois Acquisition successfully merged with and into PMC-Sierra, completing Microsemi’s acquisition of PMC. Under Section 251(h) of the General Corporation Law of the State of Delaware, no vote of PMC’s stockholders was required to consummate the merger.
At the effective time of the merger, each outstanding share of PMC common stock (other than shares directly owned by PMC, Microsemi, Lois Acquisition Corp. or any other subsidiary of Microsemi and shares held by PMC stockholders that are entitled to and have properly demanded appraisal of such shares under Delaware law) was converted into the right to receive $9.22 in cash and 0.0771 shares of Microsemi common stock, together with cash in lieu of any fractional shares of Microsemi common stock, without interest and less any applicable withholding taxes, the same price received by PMC stockholders who validly tendered their shares in the related exchange offer. Following the merger, PMC shares will cease to be traded on Nasdaq.
“We are pleased to complete the acquisition of PMC-Sierra,” said James J. Peterson, Microsemi’s chairman and CEO. “PMC’s innovative semiconductor and software solutions are transforming the networks that connect, move and store big data. As we integrate we will leverage its industry-leading talent base and product portfolio, driving the combined company’s next wave of innovation and securing our standing as a semiconductor industry leader.”