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Montage Technology Files Preliminary Proxy to Solicit Shareholder Votes Against Pericom/Diodes Deal.

MANews-(C)2009-2015

15 October 2015 - US-based chipmaker Montage Technology Group Ltd. has filed preliminary proxy materials to solicit shareholder votes against the proposed acquisition of Pericom Semiconductor Corp. (NASDAQ: PSEM) by Diodes, Inc. and against any proposal to adjourn a special meeting of Pericom shareholders, the company said.

On 3 September, US-based discrete, logic and analog semiconductor product maker Diodes Inc. (NASDAQ: DIOD) and Pericom Semiconductor Corp. (NASDAQ: PSEM) entered into deal that provides for the acquisition of Pericom by Diodes.

At the effective date of the merger, each share of Pericom will be converted into the right to receive USD 17.00 in cash, without interest.

The aggregate consideration will be approximately USD 400m. The purchase price represents a 40% premium to the closing price on September 2, 2015.

Montage put it its own USD 18.50 per share cash offer for Pericom on 30 September. That offer values the company at USD 430m.

However, the boards of Diodes and Pericom companies have approved their transaction, which is still subject to approval by Pericom's shareholders, as well as other customary closing conditions and regulatory approvals.

In its preliminary proxy materials, Montage said that a vote "Against" the Diodes acquisition proposal preserves Pericom shareholders' opportunity to receive the significant premium for their Pericom shares contemplated by the Montage Technology acquisition proposal.

Montage said that its offer provides significantly greater value to Pericom shareholders than the proposed Diodes acquisition.

The company also said that a vote against the Diodes acquisition proposal stops the Pericom board of directors from proceeding with a transaction at a lower price than the Montage Technology proposed transaction.

Country: USA

Sector: Computer Hardware

Target: Pericom Semiconductor Corp

Buyer: Diodes Inc

Vendor:

Deal size in USD: 400m

Type: Corporate Acquisition

Financing: Cash

Status: Agreed

Buyer advisor: Sheppard Mullin Richter and Hampton LLP , ,

Comment: Rival bidder Montage seeks to solicit Pericom shareholders to reject Diodes deal

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Publication:M & A Navigator
Date:Oct 15, 2015
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