PMC-Sierra Announces Receipt of Unsolicited Proposal from Microsemi Corporation

Investors and security holders will be able to obtain free copies of the proxy statement or proxy statement / prospectus, as applicable, and relevant other documents filed with the SEC by PMC, Skyworks and/or Microsemi through the website maintained by the SEC at www.sec.gov.

PMC and its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by the merger agreement with Skyworks or the proposed transaction with Microsemi. Information regarding PMC’s directors and executive officers and their ownership of PMC’s common stock is contained in PMC’s Form 10-K for the year ended December 27, 2014, and its proxy statement dated March 20, 2015, which are filed with the SEC. Additional information regarding the participants in the solicitation of proxies in respect of the transaction contemplated by the merger agreement, or the transaction contemplated by the Microsemi proposal, as applicable, and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in any registration statement, prospectus, proxy statement and other relevant materials to be filed with the SEC if and when they become available.

Forward-Looking Statements

This press release contains statements that may be deemed to be forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These statements are based on PMC and its board of directors’ current expectations and beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in these statements. These statements include the statement that the Microsemi proposal was valued at $11.35 per share of PMC common stock based on the closing price of Microsemi stock on October 19, 2015, and the statement that PMC’s board of directors has not made a determination as to whether the Microsemi proposal constitutes or would be reasonably likely to lead to a Superior Proposal under the terms of PMC’s merger agreement with Skyworks.

The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the determinations made by PMC’s board of directors following its evaluation of the Microsemi proposal; actions of Skyworks in response to any discussions with Microsemi; the results of discussions with Microsemi; the impact of actions of other parties with respect to any discussions and the potential consummation of the proposed transaction with Skyworks; the outcome of any legal proceedings that could be instituted against PMC or its directors related to the discussions or the proposed merger agreement with Skyworks; changes in the proposal from Microsemi; the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed merger agreement with Skyworks; the inability to complete the proposed merger with Skyworks due to the failure to obtain stockholder approval for the merger or the failure to satisfy other conditions to completion of the merger, including the receipt of all regulatory approvals related to the merger; the failure of Skyworks to obtain the necessary financing arrangements set forth in the debt commitment letters delivered pursuant to the proposed merger agreement with Skyworks; risks that the proposed transaction with Skyworks disrupts current plans and operations and potential difficulties in employee retention as a result of the proposed merger with Skyworks or the Microsemi proposal; the effects of local and national economic, credit and capital market conditions on the proposed transactions or on the economy in general, as well as those risks and uncertainties discussed from time to time in our other reports and other public filings with the SEC, including, but not limited to, those detailed in PMC’s Annual Report on Form 10-K for the year ended December 27, 2014, and our most recent quarterly report filed with the SEC. The forward-looking statements contained herein are made only as of the date hereof, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

© Copyright PMC-Sierra, Inc. 2015. All rights reserved. PMC and PMC-SIERRA are registered trademarks of PMC-Sierra, Inc. in the United States and other countries, PMCS is a trademark of PMC-Sierra, Inc. PMC disclaims any ownership rights in other product and company names mentioned herein. PMC is the corporate brand of PMC-Sierra, Inc.



Contact:

PMC-Sierra, Inc.
Joel Achramowicz, 1-408-239-8630
Director, Investor Relations
Email Contact
or
Kim Mason, 1-604-415-6239
Manager, Corporate Communications
Email Contact



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