Montage Believes Pericom is Determined to Reject All Montage Proposals so Pericom Can Force the Inferior Diodes Deal on Pericom Shareholders
Montage Urges Pericom Shareholders to Vote AGAINST the Diodes Acquisition Proposal on the GOLD Proxy Card
MILPITAS, CA / CRWEPRESSRELEASE / November 18, 2015 - Montage Technology Group Limited (“Montage”) today issued the following statement in response to Pericom Semiconductor Corporation’s (“Pericom”) (NASDAQ: PSEM) rejection of Montage’s increased offer to acquire all of the outstanding shares of Pericom for $19.00 per share in cash:
We are shocked that Pericom’s Board of Directors would act so quickly to deny its shareholders the opportunity to receive a full $1.25 more per share than they would receive in the inferior transaction with Diodes Incorporated (“Diodes”).
The Pericom Board continues to employ scare tactics and fear mongering, despite the fact that a Montage-Pericom transaction is indisputably superior to the Diodes-Pericom transaction.
A Montage-Pericom transaction:
- Would not be subject to any financing or regulatory approval conditions;
- Has committed financing, and would provide Pericom shareholders with payment promptly following closing of the transaction; and
- Can close quickly and likely in December, if Pericom would only stop denying the Pericom shareholders from receiving greater value per share.
We urge Pericom shareholders to protect their right to receive the highest available cash price – now $19.00 per share – for their investment by voting against the inferior Diodes transaction.
SHAREHOLDERS ARE URGED TO PROTECT THEIR INVESTMENT BY VOTING THE GOLD PROXY CARD TODAY!
Montage believes that shareholder should reject Pericom’s scare tactics and refuse to accept an inferior deal. Please vote “AGAINST” the Diodes Acquisition Proposal on the GOLD proxy card TODAY.
Shareholders who have questions or need assistance voting their shares may contact:
INNISFREE M&A INCORPORATED
Remember—only your latest-dated proxy card counts!
Barclays is acting as financial advisor to Montage and O'Melveny & Myers LLP is serving as legal counsel.
Montage and its directors, executive officers and certain employees may be deemed, under rules of the Securities and Exchange Commission (“SEC”), to be participants in the solicitation of proxies from Pericom shareholders in connection with Pericom’s Special Meeting of Shareholders. Information about the interests in Pericom of Montage and its directors, executive officers and employees are set forth in a definitive proxy statement that was filed with the SEC on October 26, 2015 (the “Montage Proxy”).
Investors are urged to read in its entirety the Montage Proxy which is available now and any other relevant documents filed with the SEC when they become available, because they contain (or will contain) important information. The Montage Proxy, and any other documents filed by Montage with the SEC, may be obtained free of charge at the SEC web site at www.sec.gov. The Montage Proxy and such other documents may also be obtained free of charge by contacting Innisfree M&A Incorporated, Montage’s proxy solicitor, toll-free at: (888) 750-5834 FREE or 501 Madison Avenue, 20th Floor, New York, New York 10022.
About Montage Technology
Montage Technology is a global fabless provider of analog and mixed-signal semiconductor solutions currently addressing the home entertainment and cloud computing markets. In the home entertainment market, Montage's technology platform enables the company to design highly integrated end-to-end solutions with customized software for set-top boxes. These solutions optimize signal processing performance under demanding operating conditions typically found in emerging market environments. In the cloud computing market, Montage offers high performance, low power memory interface solutions that enable memory intensive server applications. Its technology platform approach allows Montage to provide integrated solutions that meet the expanding needs of customers through continuous innovation, efficient design and rapid product development. For more information regarding Montage please visit the Company's website at http://www.montage-tech.com.
Mark Voll, CFO
(408) 982-2780 or (86) 21-6128-5678 x8618
Innisfree M&A Incorporated
Arthur Crozier/Jennifer Shotwell/Jon Salzberger
Joele Frank, Wilkinson Brimmer Katcher
Eric Brielmann or Jed Repko
Source: Montage Technology Group Limited