O’Melveny Represents Microsemi in Acquisition of PMC-Sierra


Julie Fei
O’Melveny & Myers LLP

O’Melveny & Myers LLP represented Microsemi Corporation in its acquisition of PMC-Sierra, Inc., which closed on January 15, 2016.

The O’Melveny team was led by partners Warren Lazarow and Paul Scrivano, counsel Angola Russell, and associates Sarah Young, Jake Israel, and Matt Carter, with partners Thomas Baxter and Eric Sibbitt, and counsel Sarah Hoffner and Jeeho Lee leading the financing.

About O’Melveny & Myers LLP
With approximately 700 lawyers in 15 offices worldwide, O’Melveny & Myers LLP helps industry leaders across a broad array of sectors manage the complex challenges of succeeding in the global economy. We are a values-driven law firm, guided by the principles of excellence, leadership, and citizenship. Our commitment to these values is reflected in our dedication to improving access to justice through pro bono work and championing initiatives that increase the diversity of the legal profession. For more information, please visit www.omm.com.

The following press release was issued by Microsemi:

Microsemi Corporation Completes Acquisition of PMC-Sierra, Inc.

ALISO VIEJO, Calif., Jan. 15, 2016 --
Microsemi Corporation (Nasdaq: MSCC) ("Microsemi"), a leading provider of semiconductor solutions differentiated by power, security, reliability and performance, announced today that Microsemi's wholly-owned subsidiary Lois Acquisition Corp. successfully merged with and into PMC-Sierra, Inc. (Nasdaq: PMCS) ("PMC"), 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.

Microsemi Corporation

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."

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. Learn more at www.microsemi.com.

Microsemi and the Microsemi logo are registered trademarks or service marks of Microsemi Corporation and/or its affiliates. Third-party trademarks and service marks mentioned herein are the property of their respective owners.