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O'Melveny Advises Microsemi on US$130 Million Agreement to Acquire High Performance Timing Business of Vectron International

October 26, 2017

FOR IMMEDIATE RELEASE

SILICON VALLEY—October 26, 2017O’Melveny represented Microsemi Corporation (Nasdaq: MSCC), a leading provider of semiconductor solutions differentiated by power, security, reliability, and performance, in its US$130 million acquisition of the high performance timing business of Vectron International from Knowles Corporation (NYSE: KN). O’Melveny has advised Microsemi on all of its transactions since 2006.

The O’Melveny team was led by partners Mark Easton and Warren Lazarow, counsel Angola Russell, and associates Adam Ackerman and Lauren Jaeger. Partner Andrew Dolak and associates Tom Oslovar and Courtney Hood advised on technology transactions matters. Partner Bob Fisher and counsel Billy Abbott advised on tax issues. Senior counsel Warren Fox and associate Rebecca Cottrell advised on executive compensation matters. 

About O’Melveny
O’Melveny’s clients shape markets, set precedents, and break boundaries. They are stalwarts and innovators, the names you trust and the next big thing. And for more than a century, O’Melveny has been right beside them, kicking down walls and putting up defenses to help our clients achieve their most important goals. With approximately 700 lawyers in 15 offices worldwide guided by the principles of excellence, leadership, and citizenship, we uphold a tradition of treating our clients’ challenges and opportunities as our own. What do you want to achieve? For the answers, please visit www.omm.com.

Contact:
Emily Lattal
O’Melveny & Myers LLP
212.326.2285
elattal@omm.com

The following release was issued by Microsemi Corporation:

Microsemi to Acquire High Performance Timing Business of Vectron International from Knowles Corp.

- Expands high performance timing product portfolio
- Leverages market presence in aerospace and defense, communications, industrial applications
- Highly complementary acquisition drives significant synergies
- Microsemi expects acquisition to be immediately accretive once closed

ALISO VIEJO, Calif., Oct. 26, 2017/PRNewswire/ -- Microsemi Corporation (Nasdaq: MSCC), a leading provider of semiconductor solutions differentiated by power, security, reliability and performance, and Knowles Corporation (NYSE: KN), jointly announced today that Microsemi has entered into a definitive agreement to acquire the high performance timing business of Vectron International, a Knowles company, for $130 million.

Vectron is a world leader in the design, manufacture and marketing of frequency control, sensor and hybrid solutions using the very latest techniques in both bulk acoustic wave (BAW) and surface acoustic wave (SAW)-based designs from DC to microwave frequencies. Products include crystals and crystal oscillators; frequency translators; clock and data recovery products; SAW filters; SAW oscillators; crystal filters; SAW and BAW based sensors and components used in telecommunications, data communications, frequency synthesizers, timing, navigation, military, aerospace, medical and instrumentation systems.

"Microsemi is focused on building the industry's most comprehensive portfolio of high value timing solutions," said James J. Peterson, Microsemi's chairman and CEO. "Vectron's highly complementary technology suite expands our product offering with differentiated technology and allows Microsemi to sell more to its tier one customers in the aerospace and defense, communications and industrial markets while improving upon the operating performance of the combined model as we execute on significant synergy opportunities."

Microsemi expects the acquisition to be immediately accretive once closed. The transaction is subject to customary closing conditions and is currently expected to close in Microsemi's fiscal first quarter ending December 2017.

As of this date, Microsemi remains comfortable with its July 28, 2017 non-GAAP guidance for its fourth fiscal quarter of 2017 ended Oct. 1, 2017. Microsemi currently intends to announce its fourth fiscal quarter results on Nov. 9, 2017. 

About Microsemi
Microsemi Corporation (Nasdaq: MSCC) offers a comprehensive portfolio of semiconductor and system solutions for aerospace & defense, communications, data center 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; enterprise storage and communication solutions, 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, California, and has approximately 4,800 employees globally. Learn more at www.microsemi.com.

SOURCE Microsemi Corporation 
Related Links
http://www.microsemi.com

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