As filed with the Securities and Exchange Commission on December 16, 2015

Registration No. 333-          ​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

MICROSEMI CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

One Enterprise
Aliso Viejo, California 92656
(949) 380-6100
(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

James J. Peterson
Chief Executive Officer
Microsemi Corporation
One Enterprise
Aliso Viejo, California 92656
(949) 380-6100
(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

Copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effectiveness of this registration statement and the satisfaction or waiver of the conditions to the transactions described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of   “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

If applicable, place an ☒ in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

CALCULATION OF REGISTRATION FEE

(1)

Represents the maximum number of shares of Microsemi Corporation (“Microsemi”) common stock estimated to be issuable upon consummation of the offer and the merger, calculated by totaling (A) 16,404,289, which is the product obtained by multiplying the exchange ratio of 0.0771 by 212,766,394 shares of common stock of PMC-Sierra, Inc. (“PMC”), which is the sum of  (i) 203,790,017, the number of shares of PMC common stock outstanding as of December 11, 2015, plus (ii) 97,952, the number of shares of PMC common stock underlying vested restricted stock units outstanding as of December 11, 2015 (including 96,090 shares of PMC common stock underlying unvested restricted stock units held by PMC’s non-employee directors that will vest in full immediately prior to the effective time of the merger), plus (iii) 6,126,983, the number of shares of PMC common stock underlying PMC stock options with exercise prices of  $11.99 or below outstanding as of December 11, 2015, plus (iv) 98,393 shares of PMC common stock issuable on exchange or retraction of special shares of PMC-Sierra, Ltd., a Canadian subsidiary of PMC, outstanding as of December 11, 2015, plus (v) 2,653,049 shares of PMC common stock which constitutes the maximum number of shares that may be issued prior to the completion of the offer and the merger under the 2011 Employee Stock Purchase Plan of PMC, and (B) 2,584,550, which is the product obtained by multiplying (i) the sum of  (a) the exchange ratio of 0.0771, plus (b) the quotient obtained by dividing (x) $9.22 by (y) $36.15, the volume weighted average price of Microsemi common stock as reported on Nasdaq for the five (5) consecutive trading days ending on December 10, 2015, by (ii) 7,781,308, which is the sum of  (i) 6,732,039, the number of shares of PMC common stock underlying unvested restricted stock units outstanding as of December 11, 2015 (excluding 96,090 shares of PMC common stock underlying unvested restricted stock units held by PMC’s non-employee directors that will vest in full immediately prior to the effective time of the merger), plus (ii) 1,049,269, the number of shares of PMC common stock underlying unvested performance restricted stock units outstanding as of December 11, 2015, assuming achievement of target-level performance with respect to each performance period, performance cycle or measurement cycle applicable thereto; and then rounding up. In accordance with Rule 416, this registration statement also covers an indeterminate number of additional shares of Microsemi securities as may be issuable as a result of stock splits, stock dividends or similar transactions.

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(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act on the basis of the market value of the shares of PMC common stock to be exchanged in the offer and the merger, computed in accordance with Rule 457(f)(1) and Rule 457(f)(3) based on (a) the product of  (i) $11.68, the average of the high and low sales prices per share of PMC common stock on December 14, 2015, as reported by Nasdaq, and (ii) 220,547,702, the estimated number of shares of PMC common stock to be exchanged in the offer and the merger, less (b) the product of  (x) $9.22, the per-share cash consideration that will be paid by Microsemi to PMC stockholders in the offer and the merger, and (y) 212,766,394, the estimated number of shares of PMC common stock to be exchanged in the offer and the merger for the transaction consideration.

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(3)

The amount of the filing fee, calculated in accordance with Rule 457(c) and Rule 457(f) under the Securities Act, equals 0.0001007 multiplied by the proposed maximum offering price.

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The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this document may change. The registrant may not complete the offer or the merger and issue these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This document is not an offer to sell these securities and the registrant is not soliciting an offer to buy these securities in any state or jurisdiction in which such offer is not permitted.

PRELIMINARY AND SUBJECT TO CHANGE, DATED DECEMBER 16, 2015

Offer by
LOIS ACQUISITION CORP.,

a direct wholly owned subsidiary of

MICROSEMI CORPORATION,

to exchange each outstanding share of common stock of

PMC-SIERRA, INC.

for
$9.22 in cash
and
0.0771 shares of common stock of Microsemi Corporation

THE OFFER AND THE WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF JANUARY 14, 2016, UNLESS EXTENDED OR TERMINATED.

Microsemi Corporation (“Microsemi”), through its direct wholly owned subsidiary Lois Acquisition Corp. (the “Offeror”), is offering, upon the terms and subject to the conditions set forth in this prospectus/​offer to exchange and in the accompanying letter of transmittal, to exchange for each outstanding share of common stock of PMC-Sierra, Inc. (“PMC”), par value $0.001 per share, that is validly tendered in the offer and not properly withdrawn:

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$9.22 in cash, without interest and less any applicable withholding taxes; and

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0.0771 shares of Microsemi common stock, par value $0.20 per share, together with cash in lieu of any fractional shares of Microsemi common stock, without interest and less any applicable withholding taxes.

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We refer to the above as the “transaction consideration.”

The Offeror’s obligation to accept for exchange, and to exchange, shares of PMC common stock for cash and shares of Microsemi common stock in the offer is subject to a number of conditions, including there having been validly tendered and not properly withdrawn at least the number of shares of PMC common stock that, together with any shares of PMC common stock directly or indirectly owned by Microsemi and the Offeror, represents at least a majority of the outstanding shares of PMC common stock. See “Merger Agreement — Conditions to the Offer” for a description of all such conditions.

The offer is being made pursuant to an Agreement and Plan of Merger (the “merger agreement”), dated November 24, 2015, among Microsemi, the Offeror and PMC. A copy of the merger agreement is attached to this document as Annex A.

The offer is the first step in Microsemi’s plan to acquire control of, and ultimately all of the outstanding equity in, PMC. Accordingly, if the offer is completed, pursuant to the terms and subject to the conditions of the merger agreement, as soon as practicable following the consummation of the offer, Microsemi intends to consummate a merger of the Offeror with and into PMC, with PMC surviving the merger (the “merger” and together with the offer, the “transactions”). The purpose of merger is for Microsemi to acquire all shares of PMC common stock that it did not acquire in the offer. In the merger, each outstanding share of PMC common stock that was not acquired by Microsemi or the Offeror in the offer (other than certain dissenting, converted and cancelled shares, as described further in this document) will be converted into the right to receive the transaction consideration. After the merger, the PMC business will be held in a direct wholly owned subsidiary of Microsemi, and the former stockholders of PMC will no longer have any direct ownership interest in the surviving corporation. The merger will be governed by Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), and accordingly no stockholder vote will be required to complete the merger.

The board of directors of PMC determined that the terms of the merger agreement and the transactions contemplated by the merger agreement, including the offer and the merger, are fair to, and in the best interests of, PMC and its stockholders. The board of directors of PMC has also resolved to recommend that the stockholders of PMC accept the offer and tender their shares of PMC common stock to the Offeror pursuant to the offer.

The board of directors of Microsemi also determined that the terms of the merger agreement and the transactions contemplated by the merger agreement, including the offer and the merger, are fair to, and in the best interests of, Microsemi and its stockholders.

Microsemi common stock is listed on the NASDAQ Global Select Market (“Nasdaq”) under the symbol “MSCC,” and PMC common stock is listed on Nasdaq under the symbol “PMCS.” You are encouraged to obtain current market quotations for Microsemi common stock and PMC common stock in connection with your decision whether to tender your shares in the offer.

The merger will entitle PMC stockholders to appraisal rights under Delaware law. To exercise appraisal rights, a PMC stockholder must strictly comply with all of the procedures under the DGCL. These procedures are described more fully in the section entitled “The Offer and the Merger — Dissenters’ Rights.”

For a discussion of certain factors that PMC stockholders should consider in connection with the offer, please read the section of this document entitled “Risk Factors” beginning on page 20.

You are encouraged to read this entire document and the related letter of transmittal carefully, including the annexes and information referred to or incorporated by reference in this document.

Neither Microsemi nor the Offeror has authorized any person to provide any information or to make any representation in connection with the offer other than the information contained or incorporated by reference in this document, and if any person provides any information or makes any representation of this kind, that information or representation must not be relied upon as having been authorized by Microsemi or the Offeror.

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this document. Any representation to the contrary is a criminal offense.

The date of this prospectus/offer to exchange is December 16, 2015.

TABLE OF CONTENTS

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ADDITIONAL INFORMATION

As permitted by the SEC, this document incorporates by reference important business and financial information about Microsemi, PMC and their respective subsidiaries from documents filed with the SEC that have not been included in or delivered with this document.

This information is available without charge at the SEC’s website at www.sec.gov, as well as from other sources.

You can obtain the documents incorporated by reference in this document, without charge, by requesting them in writing or by telephone at the following address and telephone number.

Investor Relations
Microsemi Corporation
One Enterprise
Aliso Viejo, California 92656
(949) 380-6100
http://www.microsemi.com

If you would like to request documents, in order to receive timely delivery prior to the expiration of the offer, please make your request at least five business days prior to the expiration date of the offer. The offer is scheduled to expire at 12:00 midnight, New York City time, at the end of January 14, 2016, unless earlier extended or terminated. Unless the offer is extended, this means that the latest you should request documents is January 7, 2016.

See also “Where To Obtain Additional Information.”

PMC has supplied all information contained or incorporated by reference in this document relating to PMC, and Microsemi has supplied all information contained or incorporated by reference in this document relating to Microsemi. Both PMC and Microsemi have both contributed information relating to the offer and the merger.

Certain information relating to PMC appears in the Solicitation/Recommendation Statement on Schedule 14D-9 dated as of the date of this document and filed by PMC with the SEC (the “Schedule 14D-9”). The Schedule 14D-9 is being mailed to PMC stockholders.

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QUESTIONS AND ANSWERS ABOUT THE OFFER

Below are some of the questions that you as a holder of shares of PMC common stock may have regarding the offer and answers to those questions. You are urged to carefully read the remainder of this document, the related letter of transmittal, the annexes to this document and the other information referred to or incorporated by reference in this document because the information contained in this section and in the “Summary” section is not complete. See “Where To Obtain Additional Information.”

As used in this document, unless otherwise indicated or the context requires: “Microsemi” (or “we,” “us” and “our”) refers to Microsemi Corporation, a Delaware corporation, and its consolidated subsidiaries; the “Offeror” refers to Lois Acquisition Corp., a Delaware corporation and direct wholly owned subsidiary of Microsemi; and “PMC” refers to PMC-Sierra, Inc., a Delaware corporation, and its consolidated subsidiaries.

Who is offering to buy my PMC shares?

Microsemi, through the Offeror, is making this offer to exchange (the “offer”) for each share of common stock of PMC that is validly tendered in the offer and not properly withdrawn $9.22 in cash and 0.0771 shares of common stock of Microsemi.

Microsemi is a leading designer, manufacturer and marketer of high-performance analog and mixed-signal semiconductor solutions differentiated by power, security, reliability and performance. Microsemi offers one of the industry’s most comprehensive portfolios of semiconductor technology. Microsemi’s products include high-performance and radiation-hardened analog mixed-signal integrated circuits; field programmable gate arrays; system on chip solutions and application-specific integrated circuits; power management products; timing and synchronization devices and precise time solutions, setting the world’s standard for time; voice processing devices; radio frequency solutions; discrete components; security technologies and scalable anti-tamper products; Ethernet solutions; Power-over-Ethernet integrated circuits and midspans; as well as custom design capabilities and services. The principal end markets Microsemi serves include aerospace, communications, defense & security, and industrial. Microsemi products are found in applications such as: communications infrastructure systems, both wireless and wired LAN systems, implantable pacemakers and defibrillators, missile systems, military and commercial satellites and aircrafts, oil field equipment and airport security systems.

What is Microsemi proposing?

Pursuant to the terms and subject to the conditions set forth in the Agreement and Plan of Merger (the “merger agreement”), entered into by Microsemi, the Offeror and PMC on November 24, 2015, Microsemi proposes to acquire control of, and ultimately all of the outstanding equity in, PMC.

The offer is the first step in Microsemi’s plan to acquire all of the outstanding equity of PMC, and the merger is the second step in such plan.

In the offer, if a sufficient number of shares of PMC common stock are validly tendered into the offer and not properly withdrawn such that, together with any shares of PMC common stock directly or indirectly owned by Microsemi and the Offeror, Microsemi will own at least a majority of the then-outstanding shares of PMC common stock, subject to the satisfaction or waiver of the other conditions to the offer, Microsemi will accept for exchange, and exchange, the shares tendered in the offer. Then, as soon as practicable thereafter, Microsemi will consummate a merger of the Offeror with and into PMC, with PMC surviving the merger (the “merger”). The purpose of the merger is for Microsemi to acquire all remaining shares of PMC common stock that it did not acquire in the offer. After the merger, the PMC business will be held in a direct wholly owned subsidiary of Microsemi, and the former stockholders of PMC will no longer have any direct ownership interest in the surviving corporation. The merger will be governed by Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), and accordingly no stockholder vote will be required to consummate the merger.

Why is Microsemi proposing the offer and the merger?

Microsemi is proposing the offer and the merger to acquire control of, and ultimately the entire equity interest in, PMC. The board of directors of Microsemi determined that the terms of the merger agreement and the transactions contemplated by the merger agreement, including the offer and the merger, are fair to,

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and in the best interests of, Microsemi and its stockholders. See “The Offer and the Merger — Microsemi’s Reasons for the Offer and the Merger; Recommendation of the Board of Microsemi” for more information.

Does the board of directors of PMC support the offer and the merger?

Yes. The board of directors of PMC resolved to recommend that PMC stockholders accept the offer and tender their PMC shares to the Offeror pursuant to the offer. The board of directors of PMC also determined that the terms of the merger agreement and the transactions contemplated by the merger agreement, including the offer and the merger, are fair to, and in the best interests of, PMC and its stockholders.

See “The Offer and the Merger — PMC’s Reasons for the Offer and the Merger; Recommendation of the Board of Directors of PMC” for more information. A description of the reasons for this recommendation is also set forth in PMC’s Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) that is being mailed to you together with this document.

What are the classes and amounts of PMC securities that the Offeror is offering to acquire?

Microsemi, through the Offeror, is seeking to acquire all issued and outstanding shares of PMC common stock, par value $0.001 per share.

What will I receive for my shares of PMC common stock?

Microsemi, through the Offeror, is offering, upon the terms and subject to the conditions set forth in this document and in the accompanying letter of transmittal, to exchange for each outstanding share of PMC common stock that is validly tendered in the offer and not properly withdrawn:

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$9.22 in cash, without interest and less any applicable withholding taxes (the “cash consideration”); and

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0.0771 shares of Microsemi common stock, par value $0.20 per share, together with cash in lieu of any fractional shares of Microsemi common stock, without interest and less any applicable withholding taxes (the “stock consideration”).

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We refer to the cash consideration and stock consideration above collectively as the “transaction consideration.”

If you do not tender your shares into the offer but the merger is completed, you will also receive the transaction consideration in exchange for your shares of PMC common stock.

Will I have to pay any fee or commission to exchange my shares of PMC common stock?

If you are the record owner of your shares of PMC common stock and you tender those shares in the offer, you will not have to pay any brokerage fees, commissions or similar expenses. If you own your shares of PMC common stock through a broker, dealer, commercial bank, trust company or other nominee and your broker, dealer, commercial bank, trust company or other nominee tenders your shares on your behalf, your broker or such other nominee may charge a fee for doing so. You should consult your broker, dealer, commercial bank, trust company or other nominee to determine whether any charges will apply.

What are the conditions to the offer?

The Offeror and Microsemi are not obligated to consummate the offer unless the following conditions, among others, have been satisfied:

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Minimum Tender Condition — PMC stockholders having validly tendered and not properly withdrawn prior to the expiration of the offer a number of shares of PMC common stock that, together with any shares of PMC common stock then owned by Microsemi, the Offeror or Microsemi’s other subsidiaries, represents at least a majority of all then-outstanding shares of PMC common stock (the “minimum tender condition”);

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Regulatory Clearance — any waiting period (and extensions thereof) applicable to the offer and the merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), having expired or been terminated;

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Effectiveness of Form S-4 — the registration statement on Form S-4 of which this document is a part having been declared effective by the U.S. Securities and Exchange Commission (the “SEC”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and no stop order having been issued or proceeding seeking a stop order having been initiated or threatened by the SEC;

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Listing of Microsemi Common Stock — the shares of Microsemi common stock to be issued in the offer and the merger having been approved for listing on Nasdaq, subject to official notice of issuance;

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Accuracy of PMC’s Representations — the representations and warranties of PMC contained in the merger agreement being true and correct as of the date of the merger agreement and the expiration date of the offer, subject to specified materiality standards;

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PMC’s Compliance with Covenants — PMC having complied with or performed in all material respects with its covenants under the merger agreement;

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No Legal Prohibition — other than with respect to foreign antitrust laws, no governmental entity having jurisdiction over Microsemi, the Offeror or PMC having issued an order, decree or ruling or taken any other material action enjoining or otherwise prohibiting consummation of the offer or the merger substantially on the terms contemplated by the merger agreement;

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No Material Adverse Effect — since the date of the merger agreement, no material adverse effect on the business, financial condition or results of operations of PMC having occurred; and

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No Merger Agreement Termination — the merger agreement not having been terminated in accordance with its terms.

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For a more complete description of the conditions to the offer, see the section entitled “Merger Agreement — Conditions to the Offer.”

Microsemi’s obligation to consummate the offer is not conditioned upon any financing arrangements or contingencies (although the availability of the debt financing contemplated by the commitment letter (described elsewhere in this document) is subject to the satisfaction of the conditions set forth in the commitment letter). See “The Offer and the Merger — Source and Amount of Funds.”

How long will it take to complete the proposed offer and the merger?

The offer and the merger are currently expected to be completed in the first quarter of 2016, subject to the satisfaction or waiver of the conditions described in “Merger Agreement — Conditions to the Offer” and “— Conditions to the Merger.”

Until what time can I tender my shares of PMC common stock in the offer?

The offer is scheduled to expire at 12:00 midnight, New York City time, at the end of January 14, 2016, unless extended or terminated. Any extension, delay, termination, waiver or amendment of the offer will be followed as promptly as practicable by public announcement thereof to be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. During any such extension, all shares previously tendered and not properly withdrawn will remain subject to the offer, subject to the rights of a tendering stockholder to withdraw such stockholder’s shares. “Expiration date” means January 14, 2016, unless and until the Offeror has extended the period during which the offer is open, subject to the terms and conditions of the merger agreement or as required by applicable laws, in which event the term “expiration date” means the earliest time and date at which the offer, as so extended by the Offeror, will expire.

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Subject to the provisions of the merger agreement, and unless PMC consents otherwise or the offer or the merger agreement is terminated, (i) the Offeror will extend the offer for any period required by the U.S. federal securities laws and rules and regulations of the SEC and its staff or of Nasdaq (but in no event will the Offeror be required to extend past March 31, 2016 (the “termination date”)), and (ii) if the offer conditions are not satisfied at any scheduled expiration date, the Offeror is required to extend the offer for successive periods of not more than 10 business days from the previously scheduled expiration date. However, in no event will the Offeror be required to extend the offer to a date that is or after the termination date nor will the Offeror be permitted to extend past the termination date without PMC’s prior written consent.

If the merger agreement is terminated, the Offeror will promptly terminate the offer.

Other than as described above, the Offeror may not extend, terminate or withdraw the offer without the prior written consent of PMC.

Any decision to extend, terminate or withdraw the offer will be made public by a press release or otherwise by a public announcement.

See “Exchange Offer Procedures — Extension, Termination and Amendment of Offer.”

How do I tender my shares of PMC common stock?

To validly tender shares of PMC common stock held of record, PMC stockholders must:

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if such shares are in certificated form or are held in book entry form directly with PMC via the direct registration system, deliver a properly completed and duly executed letter of transmittal, along with any required signature guarantees and any other required documents, and certificates, if applicable, for tendered PMC shares to Computershare Trust Company, the exchange agent for the offer, at its address set forth elsewhere in this document and the letter of transmittal, all of which must be received by the exchange agent prior to the expiration date; or

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if such shares are in electronic book-entry form, deliver an agent’s message in connection with a book-entry transfer, and any other required documents, to the exchange agent at its address set forth elsewhere in this document and the letter of transmittal and follow the other procedures for book-entry tender set forth herein, all of which must be received by the exchange agent prior to the expiration date.

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If your shares of PMC common stock are held in “street name” (i.e., through a broker, dealer, commercial bank, trust company or other nominee), those shares may be tendered by your nominee by book-entry transfer through The Depository Trust Company. To validly tender such shares held in street name, you should instruct such nominee to do so prior to the expiration date.

We are not providing for guaranteed delivery procedures. Accordingly you must allow sufficient time for the necessary tender procedures to be completed during normal business hours prior to the expiration date. Tenders received by the exchange agent after the expiration date will be disregarded and of no effect. In all cases, you will receive your consideration for your tendered shares only after timely receipt by the exchange agent of certificates for such shares, if any, or of a confirmation of a book-entry transfer of such shares, and a properly completed and duly executed letter of transmittal and any other required documents.

For a more complete discussion of the procedures for tendering your shares of PMC common stock, see “Exchange Offer Procedures — Procedures for Tendering.”

Until what time can I withdraw tendered shares of PMC common stock?

You may withdraw your previously tendered shares of PMC common stock at any time until the offer has expired and you may withdraw them at any time on or after that date until the Offeror accepts shares for exchange. Once the Offeror accepts your tendered shares for exchange, however, you will no longer be able to withdraw them. For a more complete discussion of the procedures for withdrawing your PMC shares, see “Exchange Offer Procedures — Withdrawal Rights.”

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How do I withdraw previously tendered shares of PMC common stock?

To withdraw previously tendered shares of PMC common stock that are held of record, you must deliver a written notice of withdrawal with the required information to the exchange agent at any time at which you have the right to withdraw shares.

To withdraw previously tendered shares of PMC common stock that are held in “street name,” you must instruct your broker, dealer, commercial bank, trust company or other nominee to arrange for the withdrawal of your shares and such broker, dealer, commercial bank, trust company or other nominee must effectively withdraw such shares at any time at which you have the right to withdraw shares.

For a more complete discussion of the procedures for withdrawing your PMC shares, including the applicable deadlines for effecting withdrawals, see “Exchange Offer Procedures — Withdrawal Rights.”

When and how will I receive the transaction consideration in exchange for my tendered shares of PMC common stock?

Upon the terms and subject to the satisfaction or waiver of the conditions of the offer (including, if the offer is extended or amended, the terms and conditions of any extension or amendment), promptly following the expiration date, the Offeror will accept for exchange, and will thereafter promptly exchange, all shares of PMC common stock validly tendered and not properly withdrawn prior to the expiration date.

The Offeror will deliver the transaction consideration for your validly tendered and not properly withdrawn shares through the exchange agent, which will act as your agent for the purpose of receiving the transaction consideration from the Offeror and transmitting such transaction consideration to you. In all cases, you will receive your consideration for your tendered shares only after timely receipt by the exchange agent of certificates for such PMC shares, if any, or a confirmation of a book-entry transfer of such shares, and a properly completed and duly executed letter of transmittal and any other required documents for such shares.

What happens if I do not tender my shares of PMC common stock?

If Microsemi completes the offer, it intends to complete the merger as soon as practicable following the completion of the offer. Upon consummation of the merger, each share of PMC common stock that has not been tendered and accepted for exchange in the offer, unless appraisal rights under Delaware law for such shares are properly exercised and other than shares held in treasury by PMC or shares held by Microsemi or any subsidiary of Microsemi, will be converted in the merger into the right to receive the transaction consideration.

If the offer is completed, will PMC continue as a public company?

No. If the merger takes place, PMC will no longer be publicly traded, and PMC will be held as a wholly owned subsidiary of Microsemi. Microsemi is required, on the terms and subject to the satisfaction or waiver of the conditions set forth in the merger agreement, to consummate the merger as soon as practicable following its acceptance for purchase of shares of PMC common stock in the offer. The merger will be governed by Section 251(h) of the DGCL, and accordingly no stockholder vote will be required to consummate the merger. As such, Microsemi does not expect there to be a significant period of time between the consummation of the offer and the consummation of the merger.

Will I have the right to have my shares of PMC common stock appraised?

Appraisal rights are not available in connection with the offer, and PMC stockholders who tender their shares in the offer will not have appraisal rights in connection with the merger. However, if the Offeror accepts shares in the offer and the merger is completed, holders of shares of PMC common stock will be entitled to exercise appraisal rights in connection with the merger if they did not tender their shares in the offer and satisfy the other requirements prescribed by Delaware law.

PMC stockholders who comply with the applicable statutory procedures under the DGCL will be entitled to receive a judicial determination of the fair value of their shares of PMC common stock (exclusive of any element of value arising from the accomplishment or expectation of the merger) and to

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receive payment of such fair value in cash. Any such judicial determination of the fair value of shares of PMC common stock could be based upon considerations other than, or in addition to, the price paid in the offer and the merger and the market value of shares of PMC common stock. The value so determined could be higher or lower than the price per PMC share paid by Microsemi or the Offeror pursuant to the offer and the merger. You should be aware that opinions of investment banking firms as to the fairness from a financial point of view of the consideration payable in a sale transaction, such as the offer and the merger, are not opinions as to fair value under applicable Delaware law.

Under Section 262 of the DGCL, where a merger is approved under Section 251(h), either a constituent corporation before the effective date of the merger, or the surviving corporation within 10 days thereafter, shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger or consolidation and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of Section 262 of the DGCL. The Schedule 14D-9 that is being mailed to you together with this prospectus/offer to exchange constitutes the formal notice of appraisal rights under Section 262 of the DGCL.

The foregoing summary of the rights of dissenting stockholders under Delaware law does not purport to be a complete statement of the procedures to be followed by PMC stockholders desiring to exercise any available appraisal rights under Section 262 of the DGCL, and is qualified in its entirety by the full text of Section 262 of the DGCL. See “The Offer and the Merger — Dissenters’ Rights.”

Who should I contact if I have questions about the offer?

You may contact D.F. King & Co., Inc., the information agent, by phone toll-free at (800) 467-0821 or by email at infoagent@dfking.com.

6

7

8

9

10

11

​

​

​

Per-Share PMC Closing Price

​

​

Per-Share Microsemi Closing Price

​

​

Implied Transaction Value of PMC Share

​

September 30, 2015

​

​

​

$

6.77

​

​

​

​

$

32.82

​

​

​

​

$

11.75

​

​

October 5, 2015

​

​

​

$

7.69

​

​

​

​

$

34.03

​

​

​

​

$

11.84

​

​

November 17, 2015

​

​

​

$

11.65

​

​

​

​

$

36.74

​

​

​

​

$

12.05

​

​

November 23, 2015

​

​

​

$

11.86

​

​

​

​

$

36.21

​

​

​

​

$

12.01

​

​

December 15, 2015

​

​

​

$

11.62

​

​

​

​

$

32.70

​

​

​

​

$

11.74

​

​

12

​	​	The information agent for the offer is:	​	​
​	​		​	​
​	​	D.F. King & Co., Inc. An ASTOne Company 48 Wall Street New York, NY 10005	​	​
​	​	Stockholders May Call Toll Free: (800) 467-0821 E-mail: infoagent@dfking.com	​	​

13

​

​

​

Year Ended

​

​

​

​

September 27, 2015

​

​

September 28, 2014

​

​

September 29, 2013

​

​

September 30, 2012

​

​

October 2, 2011

​

​

​

​

(amounts in millions)

​

Selected Consolidated Income Statement Data:

​

​

​

​

​

​

Net sales

​

​

​

$

1,245.6

​

​

​

​

$

1,138.3

​

​

​

​

$

975.9

​

​

​

​

$

1,012.5

​

​

​

​

$

835.9

​

​

Cost of sales

​

​

​

​

561.3

​

​

​

​

​

526.8

​

​

​

​

​

418.7

​

​

​

​

​

459.9

​

​

​

​

​

394.7

​

​

Gross profit

​

​

​

​

684.3

​

​

​

​

​

611.5

​

​

​

​

​

557.2

​

​

​

​

​

552.6

​

​

​

​

​

441.2

​

​

Operating Expenses

​

​

​

​

​

​

Selling, general and administrative

​

​

​

​

249.5

​

​

​

​

​

241.0

​

​

​

​

​

202.5

​

​

​

​

​

212.3

​

​

​

​

​

187.5

​

​

Research and development costs

​

​

​

​

200.3

​

​

​

​

​

192.0

​

​

​

​

​

170.6

​

​

​

​

​

168.5

​

​

​

​

​

114.2

​

​

Amortization of intangible benefits

​

​

​

​

96.5

​

​

​

​

​

92.8

​

​

​

​

​

84.8

​

​

​

​

​

104.8

​

​

​

​

​

62.4

​

​

Restructuring and severance charges

​

​

​

​

15.4

​

​

​

​

​

31.5

​

​

​

​

​

9.9

​

​

​

​

​

8.6

​

​

​

​

​

22.1

​

​

Total operating expenses

​

​

​

​

561.7

​

​

​

​

​

557.3

​

​

​

​

​

467.8

​

​

​

​

​

494.3

​

​

​

​

​

386.2

​

​

Operating income

​

​

​

$

122.6

​

​

​

​

$

54.2

​

​

​

​

$

89.4

​

​

​

​

$

58.3

​

​

​

​

$

55.0

​

​

Other (expenses)

​

​

​

​

​

​

Interest expense, net

​

​

​

​

(27.3)

​

​

​

​

​

(27.8)

​

​

​

​

​

(30.2)

​

​

​

​

​

(39.6)

​

​

​

​

​

16.2

​

​

Other expense, net

​

​

​

​

1.6

​

​

​

​

​

(2.5)

​

​

​

​

​

(3.1)

​

​

​

​

​

(33.5)

​

​

​

​

​

16.7

​

​

Total other expense

​

​

​

​

(25.7)

​

​

​

​

​

(30.3)

​

​

​

​

​

(33.3)

​

​

​

​

​

(73.1)

​

​

​

​

​

(32.9)

​

​

Income before income taxes

​

​

​

​

96.9

​

​

​

​

​

23.9

​

​

​

​

​

56.1

​

​

​

​

​

14.7

​

​

​

​

​

22.1

​

​

Provision for income taxes

​

​

​

​

12.3

​

​

​

​

​

0.8

​

​

​

​

​

12.4

​

​

​

​

​

15.0

​

​

​

​

​

33.7

​

​

Net income (loss)

​

​

​

$

84.6

​

​

​

​

$

23.1

​

​

​

​

$

43.7

​

​

​

​

$

(29.7)

​

​

​

​

$

55.7

​

​

Balance Sheet Data (at end of period)

​

​

​

​

​

​

Cash and cash equivalents

​

​

​

$

256.4

​

​

​

​

$

162.2

​

​

​

​

$

256.4

​

​

​

​

$

204.3

​

​

​

​

$

266.6

​

​

Working capital

​

​

​

$

535.0

​

​

​

​

$

457.4

​

​

​

​

$

489.4

​

​

​

​

$

404.9

​

​

​

​

$

424.2

​

​

Total assets

​

​

​

$

2,450.1

​

​

​

​

$

2,056.4

​

​

​

​

$

1,912.7

​

​

​

​

$

1,934.6

​

​

​

​

$

1,482.5

​

​

Total credit facility principal

​

​

​

$

998.0

​

​

​

​

$

698.0

​

​

​

​

$

676.0

​

​

​

​

$

776.0

​

​

​

​

$

372.6

​

​

Long-term liabilities

​

​

​

$

1,041.3

​

​

​

​

$

779.6

​

​

​

​

$

747.4

​

​

​

​

$

850.2

​

​

​

​

$

436.7

​

​

Stockholders’ equity

​

​

​

$

1,207.2

​

​

​

​

$

1,115.6

​

​

​

​

$

1,032.1

​

​

​

​

$

928.0

​

​

​

​

$

892.1

​

​

14

​

​

​

Nine Months Ended

​

​

Year Ended

​

​

​

​

September 26, 2015

​

​

September 27, 2014

​

​

December 27, 2014

​

​

December 28, 2013

​

​

December 29, 2012

​

​

December 31, 2011

​

​

December 26, 2010

​

​

​

​

(in millions)

​

STATEMENT OF OPERATIONS DATA:

​

​

​

​

​

​

​

​

Net revenues

​

​

​

$

391.4

​

​

​

​

$

388.8

​

​

​

​

$

525.6

​

​

​

​

$

508.0

​

​

​

​

$

531.0

​

​

​

​

$

654.3

​

​

​

​

$

635.1

​

​

Cost of revenues

​

​

​

​

116.4

​

​

​

​

​

114.7

​

​

​

​

​

155.4

​

​

​

​

​

149.2

​

​

​

​

​

158.9

​

​

​

​

​

211.2

​

​

​

​

​

203.7

​

​

Gross profit

​

​

​

​

275.0

​

​

​

​

​

274.1

​

​

​

​

​

370.2

​

​

​

​

​

358.8

​

​

​

​

​

372.1

​

​

​

​

​

443.1

​

​

​

​

​

431.4

​

​

Research and development, net

​

​

​

​

152.0

​

​

​

​

​

148.0

​

​

​

​

​

198.9

​

​

​

​

​

211.0

​

​

​

​

​

220.9

​

​

​

​

​

227.1

​

​

​

​

​

187.5

​

​

Selling, general and administrative

​

​

​

​

88.5

​

​

​

​

​

87.6

​

​

​

​

​

117.0

​

​

​

​

​

112.8

​

​

​

​

​

112.5

​

​

​

​

​

118.6

​

​

​

​

​

104.1

​

​

Amortization of purchased intangible assets

​

​

​

​

27.8

​

​

​

​

​

32.2

​

​

​

​

​

43.2

​

​

​

​

​

48.2

​

​

​

​

​

45.3

​

​

​

​

​

44.2

​

​

​

​

​

29.9

​

​

Impairment of goodwill and purchased intangible assets

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

274.6

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Restructuring costs and other charges

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

0.4

​

​

Income (loss) from operations

​

​

​

​

6.7

​

​

​

​

​

6.3

​

​

​

​

​

11.1

​

​

​

​

​

(13.2)

​

​

​

​

​

(281.2)

​

​

​

​

​

53.2

​

​

​

​

​

109.5

​

​

Revaluation of liability for contingent consideration

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

29.4

​

​

​

​

​

—

​

​

Gain on investment securities and other investments

​

​

​

​

0.1

​

​

​

​

​

0.1

​

​

​

​

​

0.2

​

​

​

​

​

1.9

​

​

​

​

​

1.5

​

​

​

​

​

0.9

​

​

​

​

​

4.0

​

​

Amortization of debt issue costs

​

​

​

​

(0.2)

​

​

​

​

​

(0.2)

​

​

​

​

​

(0.2)

​

​

​

​

​

(0.1)

​

​

​

​

​

(0.2)

​

​

​

​

​

(0.2)

​

​

​

​

​

(0.2)

​

​

Accretion of discount on short-term and long-term obligations

​

​

​

​

(0.6)

​

​

​

​

​

—

​

​

​

​

​

(0.4)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Foreign exchange gain (loss)

​

​

​

​

4.1

​

​

​

​

​

0.6

​

​

​

​

​

3.5

​

​

​

​

​

4.0

​

​

​

​

​

(1.5)

​

​

​

​

​

0.3

​

​

​

​

​

(2.4)

​

​

Interest income (expense), net

​

​

​

​

0.6

​

​

​

​

​

0.3

​

​

​

​

​

0.3

​

​

​

​

​

0.9

​

​

​

​

​

(1.6)

​

​

​

​

​

(2.3)

​

​

​

​

​

(1.2)

​

​

Gain on investment in Wintegra, Inc.

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

4.5

​

​

Provision for income taxes

​

​

​

​

(7.9)

​

​

​

​

​

(9.4)

​

​

​

​

​

(14.4)

​

​

​

​

​

(25.8)

​

​

​

​

​

(37.3)

​

​

​

​

​

(9.9)

​

​

​

​

​

(37.1)

​

​

Net income (loss)

​

​

​

$

2.8

​

​

​

​

$

(2.3)

​

​

​

​

$

0.1

​

​

​

​

$

(32.3)

​

​

​

​

$

(320.3)

​

​

​

​

$

71.4

​

​

​

​

$

77.1

​

​

​

15

​

​

​

As of

​

​

​

​

September 26, 2015

​

​

December 27, 2014

​

​

December 28, 2013

​

​

December 29, 2012

​

​

December 31, 2011

​

​

December 26, 2010

​

​

​

​

(in millions)

​

BALANCE SHEET DATA:

​

​

​

​

​

​

​

Working capital

​

​

​

$

98.7

​

​

​

​

$

148.9

​

​

​

​

$

89.7

​

​

​

​

$

187.4

​

​

​

​

$

216.8

​

​

​

​

$

110.6

​

​

Cash and cash equivalents

​

​

​

​

73.1

​

​

​

​

​

112.6

​

​

​

​

​

100.0

​

​

​

​

​

170.0

​

​

​

​

​

182.6

​

​

​

​

​

203.1

​

​

Short-term investments

​

​

​

​

42.3

​

​

​

​

​

45.9

​

​

​

​

​

10.9

​

​

​

​

​

11.4

​

​

​

​

​

104.4

​

​

​

​

​

98.8

​

​

Long-term investment securities

​

​

​

​

134.4

​

​

​

​

​

107.5

​

​

​

​

​

103.4

​

​

​

​

​

91.8

​

​

​

​

​

226.6

​

​

​

​

​

281.7

​

​

Total assets

​

​

​

​

821.5

​

​

​

​

​

869.1

​

​

​

​

​

850.0

​

​

​

​

​

899.3

​

​

​

​

​

1,418.5

​

​

​

​

​

1,548.9

​

​

Credit facility and short-term loan

​

​

​

​

30.0

​

​

​

​

​

—

​

​

​

​

​

30.0

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

181.0

​

​

Convertible notes

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

65.1

​

​

​

​

​

61.6

​

​

Long-term obligations

​

​

​

​

28.4

​

​

​

​

​

36.3

​

​

​

​

​

11.1

​

​

​

​

​

22.8

​

​

​

​

​

1.3

​

​

​

​

​

8.9

​

​

Stockholders’ equity

​

​

​

​

579.1

​

​

​

​

​

626.5

​

​

​

​

​

586.8

​

​

​

​

​

648.7

​

​

​

​

​

1,109.5

​

​

​

​

​

1,031.3

​

​

16

17

​	​	​	Pro Forma				​
​	​	​	Fiscal Year Ended September 27, 2015				​
​	​	​	(unaudited)				​
Statement of Operations Data ($ in millions):	​	​
Net sales	​	​	​	$	1,823.1	​	​
Cost of sales	​	​	​	​	787.8	​	​
Gross profit	​	​	​	​	1,035.3	​	​
Operating expenses:	​	​
Selling, general and administrative	​	​	​	​	379.4	​	​
Research and development costs	​	​	​	​	420.6	​	​
Amortization of intangible assets	​	​	​	​	218.9	​	​
Restructuring and severance charges	​	​	​	​	29.6	​	​
Total operating expenses	​	​	​	​	1,048.5	​	​
Operating income	​	​	​	​	(13.2)	​	​
Other (expenses):	​	​
Interest expense, net	​	​	​	​	(128.4)	​	​
Other expense, net	​	​	​	​	8.7	​	​
Total other expense	​	​	​	​	(119.7)	​	​
Income before income taxes	​	​	​	​	(132.9)	​	​
Benefit from income taxes	​	​	​	​	(65.0)	​	​
Net loss	​	​	​	$	(67.9)	​	​
​

​	​	​	Pro Forma				​
​	​	​	Fiscal Year Ended September 27, 2015				​
​	​	​	(unaudited)				​
Balance Sheet Data (at end of period, $ in millions):	​	​
Cash and cash equivalents	​	​	​	​	98.7	​	​
Working capital(1)	​	​	​	​	437.2	​	​
Total assets	​	​	​	​	5,088.5	​	​
Total debt	​	​	​	​	2,672.8	​	​
Stockholders’ equity	​	​	​	​	1,712.4	​	​

​

18

​

​

​

Microsemi Historical

​

​

PMC Historical(1)

​

​

Pro Forma Combined

​

​

Pro Forma Equivalent PMC Share(2)

​

Net income (loss) per share attributable to common stockholders for the fiscal year ended September 27, 2015 for Microsemi and the twelve months ended September 26, 2015 for PMC:

​

​

​

​

​

Basic earnings (loss) per share

​

​

​

$

0.90

​

​

​

​

$

0.03

​

​

​

​

$

(0.61)

​

​

​

​

$

(0.05)

​

​

Diluted earnings (loss) per share

​

​

​

$

0.88

​

​

​

​

$

0.03

​

​

​

​

$

(0.61)

​

​

​

​

$

(0.05)

​

​

Cash dividends declared per share for the fiscal year ended September 27, 2015 for Microsemi and the twelve months ended September 26, 2015 for PMC:

​

​

​

$

—

​

​

​

​

$

—

​

​

​

​

$

—

​

​

​

​

$

—

​

​

Book value per share as of September 27, 2015 for Microsemi and September 26, 2015 for PMC:

​

​

​

$

12.69

​

​

​

​

$

2.96

​

​

​

​

$

15.43

​

​

​

​

$

1.19

​

​

​

19

RISK FACTORS

PMC stockholders should carefully read this document and the other documents referred to or incorporated by reference into this document, including in particular the following risk factors, in deciding whether to tender shares pursuant to the offer.

Risks Relating to the Offer, the Merger and Microsemi Common Stock

The stock portion of the transaction consideration is fixed and will not be adjusted. Because the market price of Microsemi common stock may fluctuate, PMC stockholders cannot be sure of the market value of the transaction consideration they will receive in exchange for their PMC shares in connection with the offer and the merger.

In connection with the offer and the merger, PMC stockholders will receive cash and a fixed number of Microsemi shares of common stock for each of their shares of PMC common stock (0.0771 Microsemi shares for each PMC share). Because the number of shares of Microsemi common stock being offered as part of the transaction consideration will not vary based on the market value of Microsemi common stock, the portion of the market value of the transaction consideration that PMC stockholders will receive in the offer or the merger that is based on the value of Microsemi common stock will vary based on the price of Microsemi common stock at the time the transaction consideration is received. The market price of Microsemi common stock may decline after the date of this document, after you tender your shares and/or after the offer and the merger are completed.

A decline in the market price of Microsemi common stock could result from a variety of factors beyond Microsemi’s control, including, among other things, the possibility that Microsemi may not achieve the expected benefits of the acquisition of PMC as rapidly or to the extent anticipated (see “Risk Factors — Risks Related to PMC’s Business”); the effect of Microsemi’s acquisition of PMC on Microsemi’s financial results may not meet the expectations of Microsemi, financial analysts or investors; the addition and integration of PMC’s business may be unsuccessful, take longer or be more disruptive than anticipated; or Microsemi’s creditworthiness may be adversely affected as a result of Microsemi’s increased indebtedness incurred to finance the offer and the merger.

Because the offer will not be completed until certain conditions have been satisfied or waived, a significant period of time may pass between the commencement of the offer, the time you tender your shares and the time that the Offeror accepts your shares for payment. Therefore, at the time you tender your shares of PMC common stock pursuant to the offer, you will not know the exact market value of the stock portion of the transaction consideration that will be issued if the Offeror accepts such shares for payment.

See “Comparative Market Price and Dividend Matters” of this document. You are urged to obtain current market quotations for shares of PMC common stock and for shares of Microsemi common stock.

The offer remains subject to conditions that Microsemi cannot control.

The offer is subject to a number of conditions, including the minimum tender condition, receipt of required regulatory clearance under the HSR Act, lack of legal prohibitions, the listing on Nasdaq of the shares of Microsemi common stock to be issued in the offer and the merger, the effectiveness of the registration statement on Form S-4 of which this document is a part, the truth and accuracy of PMC’s representations and warranties made in the merger agreement, subject to specified materiality standards, and PMC’s material compliance with its covenants under the merger agreement. There are no assurances that all of the conditions to the offer will be satisfied or that the conditions will be satisfied in the time frame expected. If the conditions to the offer are not met, then Microsemi may, subject to the terms and conditions of the merger agreement, allow the offer to expire, or amend or extend the offer. See “Merger Agreement — Conditions to the Offer” and “— Conditions to the the Merger.”

20

If the offer and the merger are completed, PMC stockholders will receive Microsemi common stock as part of the transaction consideration and will accordingly become Microsemi stockholders. Microsemi common stock may be affected by different factors than PMC common stock, and Microsemi stockholders will have different rights than PMC stockholders.

Upon consummation of the offer and the merger, PMC stockholders will receive shares of Microsemi common stock as part of the transaction consideration and will accordingly become Microsemi stockholders. Microsemi’s business differs from that of PMC, and Microsemi’s results of operations and the trading price of Microsemi common stock may be adversely affected by factors different from those that would affect PMC’s results of operations and stock price.

In addition, holders of shares of Microsemi common stock will have rights as Microsemi stockholders that differ from the rights they had as PMC stockholders before the offer and the merger. For a comparison of the rights of Microsemi stockholders to the rights of PMC stockholders, see “Comparison of Stockholders’ Rights.”

PMC stockholders will have a reduced ownership and voting interest in Microsemi.

Immediately following consummation of the offer and the merger, PMC stockholders will collectively own approximately 15% of the outstanding shares of Microsemi common stock. Consequently, PMC stockholders will not be able to exercise as much influence over the management and policies of Microsemi as they currently exercise over PMC.

Microsemi may fail to realize any or all of the anticipated benefits of the offer and the merger or those benefits may take longer to realize than expected.

The benefits of the offer and the merger may not be realized as expected or may not be achieved within the anticipated time frame, or at all. Failure to achieve the anticipated benefits of the offer and the merger could adversely affect Microsemi’s results of operations or cash flows, cause dilution to the earnings per share of Microsemi, decrease or delay the expected benefits of the offer and the merger and negatively affect the price of Microsemi common stock.

Microsemi and PMC will incur direct and indirect costs as a result of the offer and the merger.

Microsemi and PMC will incur substantial expenses in connection with and as a result of completing the offer and the merger and, following the completion of the merger, Microsemi expects to incur additional expenses in connection with combining the businesses, operations, policies and procedures of Microsemi and PMC. Factors beyond Microsemi’s control could affect the total amount or timing of those expenses, many of which, by their nature, are difficult to estimate accurately. Moreover, diversion of management focus and resources from the day-to-day operation of the business to matters relating to the offer and the merger could adversely affect each company’s business, regardless of whether the offer and the merger are completed.

In addition, Microsemi and PMC will be required to devote significant attention and resources prior to closing to prepare for the post-closing operation of the surviving company to the merger, and Microsemi will be required post-closing to devote significant attention and resources to successfully align the business practices and integrate the operations of Microsemi and PMC. This process may disrupt the businesses and, if ineffective, would limit the anticipated benefits of the offer and the merger.

Microsemi’s actual financial positions and results of operations may differ materially from the unaudited pro forma condensed combined financial information included in this document.

The unaudited pro forma condensed combined financial information contained in this document is presented for illustrative purposes only and may differ materially from what Microsemi’s actual financial position or results of operations would have been had the offer and the merger been completed on the dates indicated. The unaudited pro forma condensed combined financial information has been derived from the audited and unaudited historical financial statements of Microsemi, and certain adjustments and assumptions have been made regarding the combined company after giving effect to the offer and the merger. The assets and liabilities of PMC have been measured at fair value based on various preliminary

21

estimates using assumptions that Microsemi management believes are reasonable utilizing information currently available. The process for estimating the fair value of acquired assets and assumed liabilities requires the use of judgment in determining the appropriate assumptions and estimates. These estimates may vary significantly as additional information becomes available and as additional analyses are performed. Differences between preliminary estimates in the unaudited pro forma condensed combined financial information and the final acquisition accounting may occur and are not necessarily indicative of financial position or results of operations in future periods or that would have been realized in historical periods presented.

In addition, the assumptions used in preparing the unaudited pro forma condensed combined financial information may not prove to be accurate, and other factors may affect Microsemi’s financial condition or results of operations following the closing. Any potential decline in Microsemi’s financial condition or results of operations may cause significant variations in the share price of Microsemi. See “Unaudited Pro Forma Condensed Combined Financial Information.”

Microsemi will incur significant additional indebtedness in connection with the offer and the merger, which will decrease Microsemi’s business flexibility and increase its interest expense.

The consolidated indebtedness of Microsemi as of December 11, 2015 was approximately $998.0 million. Microsemi’s pro forma indebtedness as of September 27, 2015, after giving effect to the offer and the merger and the anticipated incurrence and extinguishment of indebtedness in connection therewith, will be approximately $2.7 billion. Microsemi’s substantially increased indebtedness following completion of the offer and the merger could have the effect, among other things, of reducing Microsemi’s flexibility to respond to changing business and economic conditions and will increase Microsemi’s interest expense. Microsemi will also incur various costs and expenses associated with the debt financing. The amount of cash required to pay interest on Microsemi’s increased indebtedness levels following completion of the offer and the merger, and thus the demands on Microsemi’s cash resources, will be greater than the amount of cash required to service the indebtedness of Microsemi prior to the offer and the merger. Microsemi’s increased indebtedness following completion of the offer and the merger could also reduce funds available for working capital, capital expenditures, acquisitions and other general corporate purposes and may create competitive disadvantages for Microsemi relative to other companies with lower indebtedness levels. If Microsemi does not achieve the expected benefits and cost savings from the offer and the merger, or if the financial performance of the combined company does not meet current expectations, then Microsemi’s ability to service its indebtedness may be adversely impacted.

It is expected that a portion of the debt financing will bear interest at variable interest rates. If interest rates increase, variable rate debt will create higher debt service requirements, which could further adversely affect Microsemi’s cash flows.

Moreover, Microsemi may be required to raise substantial additional financing to fund working capital, capital expenditures, acquisitions or other general corporate requirements. Microsemi’s ability to arrange additional financing will depend on, among other factors, Microsemi’s financial position and performance, as well as prevailing market conditions and other factors beyond Microsemi’s control. Microsemi cannot assure you that it will be able to obtain additional financing on terms acceptable to Microsemi or at all.

The definitive documentation governing the debt financing has not been finalized. However, it is expected that the definitive documentation governing the debt financing will contain various affirmative and negative covenants that impose restrictions on Microsemi and certain of its subsidiaries and that may affect their ability to operate their businesses. In addition, such documentation is expected to contain financial covenants that will require Microsemi to maintain certain financial ratios. See “The Offer and the Merger — Source and Amount of Funds.” The ability of Microsemi and its subsidiaries to comply with these provisions may be affected by events beyond their control. Failure to comply with these covenants could result in an event of default, which, if not cured or waived, could accelerate Microsemi’s repayment obligations.

22

The merger agreement limits PMC’s ability to pursue alternative transactions, and in certain instances requires payment of a termination fee and reimbursement of a previously paid termination fee, which could deter a third party from proposing an alternative transaction.

The merger agreement contains provisions that, subject to certain exceptions, limit PMC’s ability to solicit, initiate or knowingly encourage or knowingly facilitate any inquiries regarding or the making of any proposal or offer that constitutes or could reasonably be expected to lead to an alternative takeover proposal. See “Merger Agreement — No Solicitation of Acquisition Proposals.” In addition, under specified circumstances, PMC is required to pay a termination fee of  $88.5 million, reimburse Microsemi the amount of  $88.5 million for a previously paid termination fee, and potential expense reimbursement of up to $15 million, if the merger agreement is terminated. See “Merger Agreement — Termination Fee” and “— Expenses.” It is possible that these or other provisions might discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of PMC from considering or proposing an acquisition or might result in a potential competing acquirer proposing to pay a lower per share price to acquire PMC than it might otherwise have proposed to pay.

If the value of Microsemi’s business, together with any synergies to be achieved from Microsemi’s acquisition of PMC, is less than the value of the transaction consideration, the trading price of shares of Microsemi common stock could decrease.

If investors believe that the value of the cash consideration and stock consideration to be exchanged for PMC shares in connection with the offer and the merger, together with transaction costs, is greater than the value of PMC’s business, together with any synergies expected to be achieved from Microsemi’s acquisition of PMC, the trading price of Microsemi common stock could decrease and the offer and the merger could have a dilutive effect on the value of common shares held by Microsemi stockholders (including former PMC stockholders).

Uncertainty during the pendency of the offer and the merger may cause suppliers, customers or other business partners to delay or defer decisions concerning Microsemi and/or PMC or re-negotiate agreements with Microsemi and/or PMC, and completion of the offer and the merger could cause suppliers, customers and other business partners to terminate or re-negotiate their relationships with the surviving company or Microsemi.

The offer and the merger will be completed only if specified conditions are met, many of which are outside the control of Microsemi and PMC. In addition, both parties have rights to terminate the merger agreement under specified circumstances. Accordingly, there may be uncertainty regarding the consummation of the offer and the merger, both as to whether they will be consummated and when. This uncertainty may cause suppliers, customers or other business partners of Microsemi and/or PMC to delay or defer decisions concerning such company’s products or businesses, or may seek to change existing agreements with Microsemi and/or PMC, which could negatively affect their respective businesses, results of operations and financial conditions.

Additionally, if the offer and the merger are completed, certain suppliers, customers or other business partners may attempt to terminate or change their relationships with the surviving company or Microsemi. These decisions could have an adverse effect on the business of the combined company.

Microsemi’s acquisition of PMC could trigger certain change-of-control or similar provisions contained in PMC’s agreements with third parties that could permit such parties to terminate or re-negotiate those agreements.

PMC may be a party to agreements that permit a counterparty to terminate an agreement or receive payments because the offer or the merger would cause a default or violate an anti-assignment, change-of-control or similar clause in such agreement. If this happens, Microsemi may have to seek to replace that agreement with a new agreement or make additional payments under such agreement. However, Microsemi may be unable to replace a terminated agreement on comparable terms or at all. Depending on the importance of such agreement to PMC’s business, the failure to replace a terminated agreement on similar terms or at all, and requirements to pay additional amounts, may increase the costs to Microsemi of operating PMC’s business or decrease the expected benefits of the merger to the surviving company and Microsemi.

23

The stock prices of Microsemi and PMC common stock may be adversely affected if the offer and the merger are not completed.

If the offer and the merger are not completed, the prices of Microsemi common stock and PMC common stock may decline to the extent that the current market prices of such common stock reflect a market assumption that the offer and the merger will be completed and have value.

Failure to effectively retain, attract and motivate key employees could diminish the anticipated benefits of the merger.

The success of the acquisition of PMC will depend in part on the attraction, retention and motivation of personnel critical to the business and operations of the surviving company due to, for example, their technical skills or industry and management expertise. Employees and consultants may experience uncertainty about their future roles with Microsemi and PMC during the pendency of the offer and the merger or after their completion. Microsemi and PMC, while similar and sharing a number of core values, do not have identical corporate cultures, and some employees or consultants may not want to work for the surviving company. In addition, competitors may recruit employees during Microsemi’s integration of PMC. If the companies are unable to attract, retain and motivate personnel that are critical to the successful integration and future operation of the companies, the surviving company could face disruptions in its operations, loss of existing customers, key information, expertise or know-how and unanticipated additional recruiting and training costs. In addition, the loss of key personnel could diminish the anticipated benefits of the acquisition of PMC to Microsemi.

The financial analyses and forecasts considered by PMC, Microsemi and their respective financial advisors may not be realized.

While the financial projections utilized by PMC, Microsemi and their respective advisors in connection with the offer and the merger and summarized in this registration statement were prepared in good faith based on information available at the time of preparation, no assurances can be made regarding future events or that the assumptions made in preparing such projections will accurately reflect future conditions. In preparing such projections, the management of PMC and Microsemi made assumptions regarding, among other things, future economic, competitive, regulatory and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant uncertainties and contingencies, including, among others, risks and uncertainties described or incorporated by reference in this section and the section entitled “Forward-Looking Statements,” all of which are difficult to predict and many of which are beyond the control of PMC and Microsemi and will be beyond the control of the surviving company. There can be no assurance that the underlying assumptions or projected results will be realized, and actual results will likely differ, and may differ materially, from those reflected in the unaudited financial projections, whether or not the offer and the merger are completed. As a result, the unaudited financial projections cannot be considered predictive of actual future operating results, and this information should not be relied on as such. In addition, since such projections cover multiple years, the information by its nature becomes less predictive with each successive year.

Risks Related to Microsemi’s Business

You should read and consider the risk factors specific to Microsemi’s business that will also affect the combined company after the merger. These risks are described in Part I, Item 1A of Microsemi’s Annual Report on Form 10-K for the fiscal year ended September 27, 2015, as filed with the SEC on November 12, 2015 and in other documents that are incorporated by reference into this document. See “Where to Obtain Additional Information” for the location of information incorporated by reference in this document.

Risks Related to PMC’s Business

The final determination of PMC’s income tax liability may be materially different from its initial income tax provisions

PMC’s tax liabilities are affected by the amounts it records in intercompany transactions for inventory, services, intellectual property, licenses, funding and other items. PMC is subject to ongoing tax examinations in various jurisdictions. Tax authorities may disagree with PMC’s intercompany charges or

24

other tax positions and assess additional taxes. For example, the Canada Revenue Agency has challenged certain positions with respect to PMC’s transfer pricing policies, and PMC anticipates that this may result in tax adjustments. PMC regularly assesses the likely outcomes of examinations in order to determine the appropriateness of its tax provision. However, the actual outcomes of examinations, including an unfavorable resolution to the Canada Revenue Agency matters, could result in material and unexpected tax liabilities for past tax periods beyond amounts previously reserved, and may have a material adverse impact on the combined company’s consolidated financial position, results of operations and cash flows.

Other Risks Related to PMC’s Business

You should also read and consider the risk factors specific to PMC’s business that will also affect the combined company after the merger. These risks are described in Part I, Item 1A of PMC’s Annual Report on Form 10-K for the fiscal year ended December 27, 2014, as filed with the SEC on February 24, 2015 and in Part II, Item 1A of PMC’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 28, 2015, June 27, 2015 and September 26, 2015 and in other documents that are incorporated by reference into this document. See “Where to Obtain Additional Information” for the location of information incorporated by reference in this document.

25

FORWARD-LOOKING STATEMENTS

Information both included and incorporated by reference in this document may contain forward-looking statements, which may be identified by their use of terms such as “intend,” “plan,” “may,” “should,” “will,” “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “continue,” “potential,” “opportunity,” “project” and similar terms. These statements are based on certain assumptions and analyses that Microsemi’s management or PMC’s management believe are appropriate under the circumstances. However, these statements are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Forward-looking statements speak only as of the date they are made, and neither Microsemi nor PMC undertakes any obligation to publicly update or revise any of them in light of new information, future events or otherwise.

All subsequent written and oral forward-looking statements attributable to Microsemi, PMC or any person acting on Microsemi’s or PMC’s behalf are qualified by the cautionary statements in this section.

Factors that could have a material adverse effect on Microsemi’s or PMC’s operations and future prospects or the consummation of the offer and the merger, many of which are difficult to predict and beyond the control of Microsemi or PMC, include, but are not limited to:

•

failure to satisfy the conditions to consummate the offer and the merger;

​

•

the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement;

​

•

the failure of the offer and the merger to close in a timely manner or at all for any other reason;

​

•

the availability of financing for the acquisition on the terms anticipated or at all;

​

•

the ability of Microsemi to successfully integrate PMC following completion of the acquisition;

​

•

realization of the expected benefits of the acquisition in a timely manner or at all;

​

•

the amount of the costs, fees, expenses and charges related to the offer and the merger;

​

•

effects of the pendency of the acquisition on relationships with employees, suppliers, customers and other business partners;

​

•

downturns in the highly cyclical semiconductor industry;

​

•

Microsemi’s ability to successfully implement Microsemi’s acquisitions strategy or integrate other acquired companies;

​

•

uncertainty as to the future profitability of Microsemi’s acquired businesses, and delays in the realization of, or the failure to realize, any accretion from such acquired businesses;

​

•

Microsemi acquiring, managing and integrating new operations, businesses or assets, and the associated diversion of management attention or other related costs or difficulties;

​

•

Microsemi’s reliance on government contracts for a significant portion of its sales, including impacts of any termination or renegotiation of such contracts, uncertainties of governmental appropriations and national defense policies and priorities and effects of any past or future government shutdowns;

​

•

risks related to Microsemi’s and PMC’s international operations and sales, including political instability, trade restrictions and sanctions, restrictions in the transfer or repatriation of funds, currency fluctuations and availability of transportation services; potential non-realization of expected orders or non-realization of backlog; failure to make sales indicated by Microsemi’s and PMC’s book-to-bill ratio;

​

•

intense competition in the semiconductor industry and resultant downward price pressure; the effect of events such as natural disasters and related disruptions on Microsemi’s and PMC’s operations; the concentration of the factories that service the semiconductor industry;

​

26

•

delays in beginning production, implementing production techniques, resolving problems associated with technical equipment malfunctions, or issues related to government or customer qualification of facilities;

​

•

dependence on third parties for key functions;

​

•

increases in the costs of credit and the availability of credit or additional capital only under more restrictive conditions or not at all;

​

•

changes to laws or regulations;

​

•

unanticipated changes in Microsemi’s or PMC’s tax obligations, results of tax examinations or exposure to additional income tax liabilities;

​

•

changes in generally accepted accounting principles;

​

•

principal, liquidity and counterparty risks related to Microsemi’s or PMC’s holdings in securities;

​

•

inability to develop new technologies and products to satisfy changes in customer demand or the development by competitors of products that decrease the demand for Microsemi’s or PMC’s products;

​

•

unfavorable or declining conditions in end markets;

​

•

inability of Microsemi’s compound semiconductor products to compete successfully with silicon-based products; production delays related to new compound semiconductors; variability of Microsemi’s manufacturing yields;

​

•

potential effects of system outages;

​

•

inability to fulfill customer demand and resulting loss of customers;

​

•

variations in customer order preferences; difficulties foreseeing future demand; rises in inventory levels and inventory obsolescence;

​

•

environmental or other regulatory matters or litigation, or any matters involving contingent liabilities or other claims;

​

•

the uncertainty of litigation, the costs and expenses of litigation, the potential material adverse effect litigation could have on Microsemi’s or PMC’s respective businesses and results of operations if an adverse determination in litigation is made, and the time and attention required of management to attend to litigation;

​

•

difficulties in determining the scope of, and procuring and maintaining, adequate insurance coverage;

​

•

difficulties and costs of protecting patents and other proprietary rights;

​

•

the hiring and retention of qualified personnel in a competitive labor market;

​

•

difficulties in closing or disposing of operations or assets or transferring work, assets or inventory from one plant to another;

​

•

general political, economic and business conditions and industry conditions;

​

•

the inherent uncertainty associated with financial or other projections; and

​

•

the ability to implement and achieve business strategies successfully.

​

These risks and uncertainties, along with the risk factors discussed under “Risk Factors” in this document, should be considered in evaluating any forward-looking statements contained in this document.

27

THE COMPANIES

Microsemi

Microsemi is a leading designer, manufacturer and marketer of high-performance analog and mixed-signal semiconductor solutions differentiated by power, security, reliability and performance. Microsemi offers one of the industry’s most comprehensive portfolios of semiconductor technology. Its products include high-performance and radiation-hardened analog mixed-signal integrated circuits; field programmable gate arrays; system on chip solutions and application-specific integrated circuits; power management products; timing and synchronization devices and precise time solutions, setting the world’s standard for time; voice processing devices; radio frequency solutions; discrete components; security technologies and scalable anti-tamper products; Ethernet solutions; Power-over-Ethernet integrated circuits and midspans; as well as custom design capabilities and services. The principal end markets Microsemi serves include aerospace, communications, defense & security, and industrial. Microsemi products are found in applications such as: communications infrastructure systems, both wireless and wired LAN systems, implantable pacemakers and defibrillators, missile systems, military and commercial satellites and aircrafts, oil field equipment and airport security systems.

Microsemi was incorporated in Delaware in 1960 and became a public company in 1981. Its shares are traded on Nasdaq under the ticker symbol “MSCC.”

The address and telephone number of Microsemi’s principal executive offices is One Enterprise, Aliso Viejo, California 92656, (949) 380-6100.

Microsemi also maintains a website at www.microsemi.com. Microsemi’s website and the information contained therein or connected thereto shall not be deemed to be incorporated herein, and you should not rely on any such information in making an investment decision.

Offeror

The Offeror is a Delaware corporation and a direct wholly owned subsidiary of Microsemi. The Offeror was incorporated on October 13, 2015 for the purpose of making the offer and consummating the merger. The Offeror has engaged in no business activities to date and it has no material assets or liabilities of any kind, other than those incident to its formation and those incurred in connection with the offer and the merger.

The address and telephone number of the Offeror’s principal executive offices is c/o Microsemi Corporation, One Enterprise, Aliso Viejo, California 92656, (949) 380-6100.

PMC

PMC is a semiconductor and software solution innovator transforming networks that connect, move, and store Big Data. It designs, develops, markets and supports semiconductor, embedded software, and board level solutions by integrating its mixed-signal, software and systems expertise through a network of offices in North America, Europe and Asia. PMC has approximately 700 different semiconductor devices that are sold to leading equipment and design manufacturers, who in turn supply their equipment principally to enterprises, Cloud Data Centers and carriers worldwide. It provides solutions for its customers by leveraging our intellectual property, design expertise and systems knowledge across a broad range of applications and industry protocols. PMC’s portfolio of semiconductor devices is used in various applications of storage and communications network infrastructure equipment. Building on a track record of technology leadership, PMC is driving innovation across storage, optical and mobile networks. Its highly integrated solutions increase performance and enable next generation services to accelerate the network transformation.

PMC was incorporated in the state of California in 1983 and reincorporated in the state of Delaware in 1997. It became a publicly traded company in 1991. Its shares trade on Nasdaq under the ticker symbol “PMCS.”

The address and telephone number of PMC’s principal executive offices is 1380 Bordeaux Drive, Sunnyvale, California 94089, (408) 239-8000.

28

PMC also maintains a website at pmcs.com. PMC’s website and the information contained therein or connected thereto shall not be deemed to be incorporated herein, and you should not rely on any such information in making an investment decision.

29

THE OFFER AND THE MERGER

General

Microsemi, through the Offeror, which is a direct wholly owned subsidiary of Microsemi, is offering to exchange the transaction consideration for each outstanding share of PMC common stock validly tendered in the offer and not properly withdrawn. The offer is for 100% of the outstanding shares of common stock, par value $0.001 per share, of PMC.

The transaction consideration consists of:

•

$9.22 in cash, without interest and less any applicable withholding taxes; 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.

​

PMC stockholders will not receive any fractional shares of Microsemi common stock in the offer or the merger, and each PMC stockholder who otherwise would be entitled to receive a fraction of a share of Microsemi common stock pursuant to the offer or the merger will be paid an amount in cash (without interest) in lieu thereof. See “Merger Agreement — Treatment of PMC Common Stock and Equity Awards.”

The purpose of the offer and the merger is for Microsemi to acquire control of, and ultimately the entire equity interest in, PMC. The offer is the first step in Microsemi’s plan to acquire all of the outstanding shares of PMC common stock, and the merger is the second step in such plan. If the offer is completed, tendered shares of PMC common stock will be exchanged for the transaction consideration, and if the merger is completed, any remaining shares of PMC common stock that were not tendered into the offer (other than certain dissenting, converted or cancelled shares, as described further in this document) will be converted into the right to receive the transaction consideration.

Background of the Offer and the Merger

During the summer and fall of 2014, PMC’s Chief Executive Officer, Gregory Lang, was separately contacted by members of the management of Party A and Microsemi, each expressing interest in discussing a potential strategic transaction. At that time, the board of directors of PMC authorized Mr. Lang to provide nonpublic information to these parties under appropriate nondisclosure arrangements, and also authorized Mr. Lang to engage Qatalyst Partners LP, which we refer to as Qatalyst Partners, as financial advisor to PMC in connection with PMC’s evaluation of a potential strategic transaction. On September 11, 2014, Qatalyst Partners provided PMC with written responses to a conflicts questionnaire provided by PMC, disclosing that there were no material relationships between Qatalyst Partners and either of Party A or Microsemi since January 1, 2012. On September 30, 2014, PMC entered into a formal engagement letter with Qatalyst Partners that was dated as of September 5, 2014.

On July 31, 2014, PMC and Party A entered into a nondisclosure agreement. During August and September 2014, members of PMC’s management met with Party A to discuss PMC’s business and the possibility of a strategic transaction involving PMC and Party A, and PMC provided additional diligence information. PMC and Microsemi entered into a nondisclosure agreement dated as of September 3, 2014 that included a standstill that would expire on September 3, 2015, but that would terminate upon the commencement by a third party of a tender or exchange offer that PMC recommends be accepted, or PMC’s entry into a definitive agreement with a third party for a change of control of PMC. On September 5, 2014, Mr. Lang and other members of PMC’s management met with members of Microsemi’s management and discussed PMC’s business and the possibility of a strategic transaction involving PMC and Microsemi, and PMC provided additional diligence information. At the direction of the board of directors of PMC, during September 2014, members of PMC’s management met with members of management of Party B to discuss PMC’s business and the possibility of a strategic transaction involving PMC and Party B. In addition, at the direction of the board of directors of PMC, representatives of Qatalyst Partners contacted three additional third parties, Party C, Party D and Party E, based on a

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discussion between the board of directors of PMC, members of PMC’s management and Qatalyst Partners regarding parties that may be interested in a strategic transaction involving PMC, none of which expressed interest in a meeting with PMC at that time. No proposal or indication of interest resulted from any of these discussions at that time.

On December 17, 2014, David Aldrich, the Chairman and Chief Executive Officer of Skyworks Solutions, Inc. (“Skyworks”), emailed Mr. Lang and suggested a meeting. On January 30, 2015, Mr. Lang called Mr. Aldrich and they discussed PMC’s business and the possibility of a strategic transaction between PMC and Skyworks.

On March 11, 2015, Mr. Aldrich emailed Mr. Lang and said he had discussed the possibility of a transaction involving PMC with members of Skyworks’ management and that they would be in touch soon to schedule another meeting. On April 21, 2015, Mr. Lang emailed Mr. Aldrich to discuss the agenda for their meeting scheduled for June 2, 2015.

On April 27, 2015, PMC announced PMC’s results for the first quarter of fiscal 2015. The closing price of PMC’s common stock on April 28, 2015, the next trading day after such announcement, was $8.67.

On May 6, 2015, consistent with the prior strategic discussions regularly conducted by the board of directors of Microsemi and Microsemi’s management, Microsemi sent PMC a non-binding written proposal to acquire PMC at a price of  $7.20 in cash and 0.0819 shares of Microsemi stock for each share of PMC’s common stock, which proposal was promptly communicated to the board of directors of PMC. Based on the closing price per share of Microsemi common stock on the prior trading day, the value proposed was approximately $9.90 per share of PMC’s common stock, or a 19.9% premium to the closing price of PMC’s common stock on the prior trading day.

On May 7, 2015, the board of directors of PMC held a previously scheduled meeting, attended by representatives of PMC’s legal counsel, Skadden, Arps, Slate, Meagher & Flom LLP, which we refer to as Skadden, at which the board of directors of PMC discussed PMC’s financial performance and business plans, among other business. After a representative of Skadden described the board of directors’ fiduciary duties in connection with evaluating Microsemi’s May 6, 2015 proposal, the board of directors of PMC discussed the proposal. Representatives of Qatalyst Partners then joined the meeting for a previously scheduled presentation regarding industry conditions and strategic alternatives and opportunities. After discussion of PMC’s prospects as a standalone business and the proposal from Microsemi with representatives of Qatalyst Partners, the board of directors of PMC determined that their preliminary view was that the execution of PMC’s current business strategy would deliver greater value to PMC’s stockholders than Microsemi’s May 6, 2015 proposal. However, the board of directors of PMC asked management to work with Qatalyst Partners to determine whether Microsemi would increase its offer.

Also on May 7, 2015, the board of directors of Microsemi met at a regularly scheduled meeting of the board of directors with representatives from Microsemi’s legal counsel, O’Melveny & Myers LLP, which we refer to as O’Melveny, present and discussed, among other things, the proposed transaction with PMC.

On May 15, 2015, Mr. Lang emailed a member of Microsemi’s management a response, unanimously approved by the board of directors of PMC, informing Microsemi that the board of directors of PMC had concluded that its proposal significantly undervalued PMC and its future prospects.

On May 18, 2015, a representative of Microsemi’s financial advisor, Stifel, Nicolaus & Company, Incorporated, which we refer to as Stifel, communicated with a representative of Qatalyst Partners with questions regarding PMC’s response to Microsemi’s proposal, and on May 20, 2015, a representative of Stifel sent representatives of Qatalyst Partners a list of proposed diligence topics for a further meeting between PMC’s management and Microsemi management.

On May 21, 2015, the board of directors of PMC held a meeting and discussed, among other things, updates on developments with the non-binding proposal from Microsemi. On May 21, 2015, at the request of PMC’s management, a representative of Qatalyst Partners communicated with a representative of Stifel, offering to schedule a meeting, and proposing an extension of the standstill agreement contained in PMC’s September 3, 2014 nondisclosure agreement with Microsemi. Microsemi did not agree to the extension of the standstill agreement.

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On May 30, 2015, a representative of Party F communicated with Ra’ed Elmurib, PMC’s Vice President of Corporate Development and General Manager of PMC’s Microprocessor Products Division, and expressed an unsolicited interest in scheduling a meeting to discuss a strategic transaction with PMC.

On June 2, 2015, members of PMC’s management met with members of Skyworks’ management and provided publicly available information concerning PMC’s business.

On June 8, 2015, members of PMC’s management met with representatives of Party F, and PMC provided publicly available information concerning PMC’s business. Party F expressed interest in seeking to put together a consortium of investors to make a bid for PMC.

On June 9, 2015, Mr. Lang and Mr. Elmurib met with members of Microsemi management, and PMC provided additional diligence information to Microsemi.

On June 10, 2015, in response to a request from PMC’s General Counsel, Alinka Flaminia, Skadden reviewed whether it had any prior or existing engagements with Skyworks and noted that a team based in its Boston office was engaged by Skyworks on unrelated matters. Thereafter, Skadden sought and obtained from Skyworks a conflict waiver and an undertaking to use counsel other than Skadden in any transaction with PMC.

On June 10, 2015, Microsemi sent Mr. Lang and the board of directors of PMC a revised non-binding proposal to acquire PMC at a price of  $7.61 in cash and 0.0819 shares of Microsemi stock for each share of PMC common stock. Based on the closing price per share of Microsemi common stock on the prior trading day, the value proposed was approximately $10.48 per share of PMC’s common stock, or a 14.4% premium over the closing price of PMC’s common stock on the prior trading day.

On June 11, 2015, Mr. Elmurib met with a member of Party G’s board of directors on unrelated business and discussed the possibility of a strategic transaction involving the combination of PMC’s storage business with the business of Party G.

On June 18, 2015, Mr. Lang communicated with Mr. Aldrich by email, sending Mr. Aldrich a proposed form of nondisclosure agreement and standstill. The parties scheduled a meeting for June 22, 2015 to review PMC management’s presentation. On June 19, 2015, Thomas Schiller, Skyworks’ Vice President of Strategy and Corporate Development, sent Mr. Elmurib a list of business diligence questions in advance of the meeting.

On June 20, 2015, PMC entered into a nondisclosure agreement with Skyworks. The nondisclosure agreement provided for a standstill that would expire on December 20, 2016 but that would terminate upon the commencement by a third party of a tender or exchange offer that PMC recommends be accepted, or PMC’s entry into a definitive agreement with a third party for a change of control of PMC.

On June 22, 2015, Mr. Lang called the Chief Executive Officer of Party G and discussed further the possibility of a strategic transaction involving PMC and Party G.

On June 22, 2015, Mr. Lang and Mr. Elmurib met with Mr. Schiller and other members of Skyworks’ management, during which PMC presented its corporate overview and discussed certain anticipated restructuring activities.

On June 23, 2015, a member of Party H’s management communicated with Mr. Lang, requesting a meeting with Mr. Lang and Party H’s Chief Executive Officer to identify ways the companies may work together. Mr. Lang responded with possible dates.

On June 23, 2015, Mr. Elmurib provided additional diligence information to Skyworks in response to questions posed by Skyworks at the meeting on June 22, 2015.

On June 26, 2015, the board of directors of PMC held a meeting attended by representatives of Skadden and representatives of Qatalyst Partners to consider PMC’s financial performance compared to PMC’s operating plan and proposed cost reduction efforts, and to discuss Microsemi’s June 10, 2015 proposal, the status of discussions with the parties that had thus far expressed an interest in a potential strategic transaction, and other parties that could potentially be interested in a strategic transaction with PMC. Mr. Lang updated the board of directors of PMC on the discussions with the parties that had

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expressed interest in a strategic transaction, and expressed his recommendation that PMC stay engaged with Microsemi, Skyworks and Party F, seek to engage with Party G and Party H, and discuss any indications of interest from potentially interested parties at the next scheduled meeting of the board of directors of PMC on August 5, 2015, after PMC had announced PMC’s financial results for the second quarter of fiscal 2015. After discussion, the board of directors of PMC unanimously determined that PMC was not in a position to respond to Microsemi’s proposal until PMC had announced PMC’s financial results for the second quarter of fiscal 2015. After the meeting of the board of directors of PMC, Mr. Lang communicated the response from the board of directors of PMC to Microsemi’s Chief Executive Officer, James J. Peterson, and it was agreed that the parties would discuss the possibility of a transaction further after PMC announced PMC’s results for the second quarter of fiscal 2015.

After the June 26, 2015 meeting of the board of directors of PMC, Mr. Lang received a telephone call from Mr. Aldrich, who reiterated Skyworks’ interest in a potential strategic transaction, and a follow-up call between Mr. Aldrich and Mr. Lang was set for August 3, 2015, before the next meeting of the board of directors of PMC.

On June 29, 2015, Mr. Lang communicated with the board of directors of PMC regarding the results of his conversation with Mr. Peterson and the telephone call Mr. Lang received from Mr. Aldrich.

On July 17, 2015, Mr. Lang met with the Chief Executive Officer of Party H and discussed further the possibility of a strategic transaction involving PMC and Party H.

On July 20, 2015, Mr. Lang and Mr. Elmurib met with the Chief Executive Officer and another member of the management of Party G and discussed further the possibility of a strategic transaction involving PMC and Party G.

On July 23, 2015, PMC announced PMC’s results for the second quarter of fiscal 2015. The closing price of PMC’s common stock on July 24, 2015, the next trading day after such announcement, was $6.71.

On July 30, 2015, a representative of Party F communicated with Mr. Elmurib by email and requested a meeting. Mr. Elmurib met with the representative of Party F later that day, at which meeting the representative of Party F discussed its plans to try to put together an investment fund that would be interested in pursuing a strategic transaction involving PMC.

On August 3, 2015, Microsemi sent a letter to Mr. Lang re-affirming its June 10, 2015 proposal of $7.61 in cash and 0.0819 shares of Microsemi stock for each share of PMC’s common stock and requesting a response, which re-affirmed proposal was promptly communicated to the board of directors of PMC. Based on the closing price per share of Microsemi’s common stock on August 3, 2015, the value offered was approximately $10.28 per share of PMC’s common stock, or a 51.0% premium over the closing price of PMC’s common stock on August 3, 2015.

On August 3, 2015, a member of Party G’s management communicated with Mr. Lang that it was not interested in further discussions regarding a transaction of the size and complexity of a transaction involving PMC and Party G.

On August 3, 2015, Mr. Lang communicated with Mr. Aldrich by telephone and discussed PMC’s business and a possible strategic transaction.

On August 4, 2015, Party F sent a preliminary indication of interest in an acquisition of PMC, at a price of  $10.00 to $11.00 in cash for each share of PMC’s common stock, and indicated that they were setting up a fund to pursue the acquisition and had located certain equity investors for the fund. The proposal was promptly communicated to the board of directors of PMC.

On August 5, 2015, the board of directors of PMC met and discussed Microsemi’s reaffirmed June 10, 2015 proposal and Party F’s August 4, 2015 indication of interest, as well as the conversations between PMC’s management and Skyworks and Party H. The board of directors of PMC instructed Qatalyst Partners to inform Microsemi and Party F that their proposed prices were not adequate, but that the board of directors of PMC was open to allowing business diligence to see if an acceptable price could be reached. After discussion with representatives of Qatalyst Partners regarding any additional parties who may have an interest, and the financial resources, to engage in a business combination with PMC, the board of directors

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of PMC also instructed representatives of Qatalyst Partners and PMC’s management to reach out to Skyworks, Party C, Party D, Party H, Party I, Party J, and Party K. The board of directors of PMC determined not to contact Party A at this time due to the pendency of a significant strategic transaction involving Party A that had been announced, and decided not to contact Party B and Party E based on feedback from conversations in 2014 regarding a potential strategic transaction.

Between August 6, 2015 and August 11, 2015, members of PMC’s management and representatives of Qatalyst Partners reached out to Party C, Party D, Party H, Party I, Party J and Party K to determine their interest in a possible strategic transaction involving PMC.

On August 6, 2015, a member of PMC’s management sent a proposed form of nondisclosure agreement to Party F.

On August 7, 2015, Mr. Lang communicated with Mr. Aldrich, and Mr. Aldrich informed Mr. Lang that Skyworks had discussed a possible strategic transaction involving PMC with its board of directors, and that they were supportive of a possible transaction, and that he expected to send a proposal the following week. Mr. Lang asked Skyworks to reach out to Qatalyst Partners, and a representative of Qatalyst Partners received a call from Mr. Schiller with the same message.

On August 7, 2015, a representative of Party F communicated with representatives of Qatalyst Partners regarding the investors they hoped would participate in a fund and their interest in a strategic transaction involving PMC.

On August 10, 2015 a member of Party C’s management communicated with a representative of Qatalyst Partners regarding the timeline and process contemplated by PMC and what additional information could be made available. The representative of Qatalyst Partners indicated that subject to agreement on a nondisclosure agreement, PMC’s management would hold a meeting with Party C management to share financial projections and discuss PMC’s strategy and operations, and that no deadline for proposals had been established, but it was important to schedule a meeting soon in order for Party C to remain competitive from a timing perspective.

On August 10, 2015, Skyworks sent a representative of Qatalyst Partners a written proposal to acquire PMC at a price of  $8.25 in cash for each share of PMC’s common stock, subject to further diligence and approval from the board of directors of Skyworks, which proposal was promptly communicated to the board of directors of PMC.

On August 10, 2015, Microsemi requested and received PMC’s consent to share confidential information with a lender.

Between August 10, 2015 and August 11, 2015, members of the board of directors of PMC communicated with PMC’s management and Qatalyst Partners regarding Skyworks’ proposal. The board of directors of PMC unanimously authorized Qatalyst Partners to respond that the proposal was inadequate and to inform Skyworks that it would need to materially increase its proposal in order to be competitive. On August 11, 2015, a representative of Qatalyst Partners communicated the message to Skyworks, and informed PMC’s management that Skyworks had indicated it would respond with a list of diligence questions to see if it could increase its proposed price.

On August 11, 2015, a representative of Qatalyst Partners called a member of Party D’s management, who indicated that Party D was not interested in a possible strategic transaction with PMC.

On August 11, 2015, members of PMC’s management met with members of Microsemi’s management, with representatives of Qatalyst Partners and Stifel participating in the meeting. Later that day, PMC provided additional diligence information to Microsemi.

On August 11, 2015, representatives of Qatalyst Partners, having obtained permission from Skyworks, advised Ms. Flaminia that since January 1, 2013 Qatalyst Partners had provided, and was currently providing, financial advisory services to Skyworks on matters unrelated to the discussions between Skyworks and PMC. Ms. Flaminia requested that Qatalyst Partners provide updated responses to the conflicts questionnaire completed in September 2014 to cover all of the parties currently engaged in discussions with PMC, including Skyworks.

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On August 11, 2015, a member of Party K’s management communicated with Mr. Lang that Party K was not interested in discussing a possible strategic transaction involving PMC.

On August 12, 2015, outside counsel for Party C contacted a representative of Skadden regarding entering into a nondisclosure agreement with PMC. Earlier on August 12, 2015, outside counsel for Party C informed Ms. Flaminia that they had been retained by Party C to assist in its review of a possible strategic transaction involving PMC and Party C.

On August 12, 2015, representatives of Qatalyst Partners communicated with Stifel, who requested clarification on the process that PMC intended to pursue in order to evaluate Microsemi’s proposal. On August 13, 2015, a representative of Stifel communicated with a representative of Qatalyst Partners and requested more information about PMC’s RF chipset business.

On August 13, 2015, Mr. Schiller sent a representative of Qatalyst Partners a list of requests for diligence information, to which PMC responded.

On August 17, 2015, members of PMC’s management held a conference call with members of Microsemi’s management, with representatives of Qatalyst Partners and Stifel participating in the call.

On August 18, 2015, PMC entered into a nondisclosure agreement with Party C. The nondisclosure agreement included a standstill that would expire on August 14, 2016, but that would terminate upon the commencement by a third party of a tender or exchange offer that PMC fails to recommend be rejected, or PMC’s entry into a definitive agreement with a third party for a change of control of PMC.

On August 19, 2015, PMC entered into a nondisclosure agreement with Party H and certain potential equity financing sources for Party H. The nondisclosure agreement included a standstill that would expire on August 19, 2016, but that would terminate upon the commencement by a third party of a tender or exchange offer that PMC fails to recommend be rejected, or PMC’s entry into a definitive agreement with a third party for a change of control of PMC. On August 19, 2015 and August 20, 2015, a member of Party H’s management communicated with Mr. Elmurib, sending a list of proposed diligence questions and responding to a question from Mr. Elmurib regarding its plans to seek co-investors in connection with a strategic transaction involving PMC. PMC sent additional diligence information to Party H in response to its questions.

On August 19, 2015, Microsemi sent a revised written proposal to acquire PMC at a price of  $7.61 and 0.0449 shares of Microsemi’s stock for each share of PMC common stock, and requesting a 21-day period of exclusivity, which proposal was promptly communicated to the board of directors of PMC. Based on the closing price per share of Microsemi common stock on the prior trading day, the value offered was approximately $9.08 per share of PMC’s common stock, a 12% reduction from the prior proposal, representing a premium of approximately 42% over the closing price of PMC’s common stock on the prior trading day.

On August 20, 2015, members of PMC’s management met separately with members of the management of each of Skyworks and Party H, and PMC responded to their diligence questions and provided each of them with additional diligence information. Representatives of Qatalyst Partners also participated in these meetings.

On August 20, 2015, PMC entered into a nondisclosure and standstill agreement with Party I. The nondisclosure agreement included a standstill that would expire on August 19, 2016, but that would terminate upon the commencement by a third party of a tender or exchange offer that PMC recommends be accepted, or PMC’s entry into a definitive agreement with a third party for a change of control of PMC.

On August 21, 2015, Mr. Peterson communicated with Mr. Lang, requesting a response to Microsemi’s August 19, 2015 proposal, and Mr. Lang responded that PMC would be holding a meeting of the board of directors of PMC at the end of the following week and would respond promptly thereafter.

On August 21, 2015, members of PMC’s management met separately with members of Party C’s management and members of Party I’s management, and PMC provided Party C and Party I with additional diligence information. Representatives of Qatalyst Partners also participated in these meetings.

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On August 24, 2015, PMC entered into a nondisclosure agreement with Party J dated as of August 21, 2015, and PMC provided Party J with additional diligence information. The nondisclosure agreement provided for a standstill that would expire on August 21, 2016, but that would terminate upon the commencement by a third party of a tender or exchange offer that PMC fails to recommend be rejected, or PMC’s entry into a definitive agreement with a third party for a change of control of PMC.

On August 27, 2015, representatives of both Party H and Party I communicated with representatives of Qatalyst Partners that they were not going to continue discussions. In the case of Party H, they stated that their acquisition priorities had shifted from diversification to their core business. In the case of Party I, they cited internal disagreement as to whether the two businesses were sufficiently complementary, and the risks associated with migration to new architectures over the next three years.

On August 27, 2015, Mr. Schiller communicated with a representative of Qatalyst Partners and informed him that Skyworks intended to submit a revised proposal. Later that afternoon, Skyworks sent a written proposal to PMC’s management at a price of  $10.00 for each share of PMC common stock, representing a 65% premium to the closing price of PMC’s shares of common stock on the previous day. The proposal was subject to further diligence, and contemplated a period of 55 days for diligence and negotiation. The proposal was promptly communicated to the board of directors of PMC.

On August 27, 2015, a representative of Qatalyst Partners followed up with Party C and was told that interest in a potential transaction was still being evaluated internally.

On August 28, 2015, the board of directors of PMC met to consider the proposals received from Microsemi and Skyworks, and after discussion, instructed Qatalyst Partners and PMC’s management to inform both Microsemi and Skyworks that the prices proposed were inadequate, but that PMC was prepared to allow them to conduct further due diligence and enter into negotiations to see if a mutually acceptable price could be agreed.

On September 1, 2015, a representative of Qatalyst Partners communicated with Party F to inquire whether Party F still intended to execute a nondisclosure agreement and enter into negotiations with PMC.

On September 1, 2015, the board of directors of Microsemi held a special meeting, with representatives of Stifel and O’Melveny present, to discuss Microsemi’s recent proposal to acquire PMC. The board of directors of Microsemi discussed the due diligence process undertaken to date, the business rationale for the proposed acquisition, and the risks involved. Representatives of Stifel provided a valuation and combined business and prospects presentation on the potential acquisition of PMC and other potential bidders and Microsemi’s Executive Vice President and Chief Financial Officer, John W. Hohener, led a discussion regarding the potential debt financing. The board of directors of Microsemi affirmed its belief that the consummation of the proposed acquisition was advisable and in the best interest of Microsemi and its stockholders, and authorized management of Microsemi to enter into an acquisition transaction on terms consistent with those discussed by the board.

On September 2, 2015, Mr. Schiller communicated with a representative of Qatalyst Partners and indicated that Skyworks was working towards the anticipated deadline for proposals, which was prior to the end of the month, and would be retaining legal counsel and a financial advisor.

On September 2, 2015, counsel for Qatalyst Partners provided the updated written response to its prior conflicts disclosure with respect to Skyworks, Microsemi, and the other parties that were actively engaged in discussions with PMC at the time, confirming that Qatalyst Partners had no material relationships with the parties that were actively engaged in discussions with PMC at the time, other than the financial advisory work for Skyworks on unrelated matters as previously disclosed orally on August 11, 2015.

On September 2, 2015, Stifel communicated with representatives of Qatalyst Partners and informed them that Microsemi had discussed PMC’s response with the board of directors of Microsemi, and that the board of directors of Microsemi understood that PMC intended to allow Microsemi and other interested parties with which PMC was in discussions to conduct due diligence and that PMC intended to solicit higher proposals to determine if a mutually acceptable price could be agreed. Stifel requested that proposals be due on September 21, 2015, and that if agreement could be reached on a mutually acceptable price, that

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the parties enter into an agreement for the proposed transaction by September 28, 2015, and indicated that Microsemi intended to conduct further diligence to determine if it was able to increase the price it was proposing and requested additional diligence information.

On September 2, 2015, a member of Party C’s management communicated to a representative of Qatalyst Partners that there was interest in a potential transaction with PMC, but that they had concerns over valuation, and requested additional diligence information. On September 2, 2015 and September 3, 2015, representatives of Qatalyst Partners furnished additional diligence information to Party C on PMC’s behalf.

On September 2, 2015, members of PMC’s management held a conference call with Party C management, and PMC provided additional diligence information to Party C. Representatives of Qatalyst Partners participated in the call.

On September 2, 2015, a representative of Qatalyst Partners communicated with members of Party J management regarding scheduling a meeting and provided additional diligence information to Party J.

On September 3, 2015, PMC furnished access to an online data room with documents and other diligence information to Microsemi and Skyworks. Promptly after additional diligence information was furnished in response to diligence requests during this process, it was also furnished in the online data room to bidders other than the party that had originally requested such information.

On September 3, 2015, a member of Party J’s management communicated to a representative of Qatalyst Partners that it was not going to continue discussions, indicating that there was some internal interest, but also reservations at the size of a potential transaction, and it could not arrive at a consensus in support of a transaction.

On September 3, 2015 and September 4, 2015, Party F requested and received PMC’s consent to share confidential information with two additional co-investors.

On September 4, 2015, Microsemi requested and received PMC’s consent to share confidential information with a second lender.

On September 8, 2015, the board of directors of Microsemi met at a regularly scheduled meeting of the board of directors, with representatives of O’Melveny present, and discussed, among other things, the proposed transaction with PMC.

On September 9, 2015, a representative of Qatalyst Partners sent process letters to Microsemi and Skyworks calling on each to complete its due diligence and present an unconditional best and final offer, complete with a mark-up of a definitive acquisition agreement, by September 28, 2015.

On September 9, 2015, Mr. Elmurib met with a member of Party F’s management, who indicated that their process was taking longer than anticipated, and would be disrupted by some local holidays, but that they were hoping to get signatures from their proposed co-investors on the nondisclosure agreement soon, and proposed a meeting to follow-up in mid-October.

On September 10, 2015, Skyworks requested and received PMC’s consent to share confidential information with Barclays as a source of financing.

On September 11, 2015, a representative of Stifel and Mr. Schiller each separately communicated with a representative of Qatalyst Partners regarding supplemental requests for information and scheduling diligence meetings with PMC management. Over the following week, PMC provided additional diligence materials in response to their requests.

On September 14, September 15 and again on September 17, 2015, members of PMC’s management met with members of Skyworks’ management for further diligence meetings. Representatives of Qatalyst Partners were also present.

On September 15, 2015, at PMC’s request, Qatalyst Partners sent a draft merger agreement prepared by Skadden to each of Microsemi (contemplating a transaction in which the consideration would be cash and stock) and Skyworks (contemplating a transaction in which the consideration would be all cash).

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On September 16, 2015, members of PMC’s management met with members of Microsemi’s management for diligence purposes, with representatives of Qatalyst Partners and representatives of Stifel participating in the meeting.

On September 16, 2015, Mr. Lang communicated with Party C’s management to discuss Party C’s level of interest in a strategic transaction with PMC, and to remind Party C of the upcoming deadline for the receipt of bids.

On September 18, 2015, members of PMC’s management participated in two conference calls with members of Microsemi’s management for diligence purposes, with representatives of Qatalyst Partners and representatives of Stifel participating in the calls. Also on September 18, 2015, representatives of Stifel communicated with a representative of Qatalyst Partners and indicated that Microsemi intended to provide detailed comments on the form of merger agreement proposed by PMC in an effort to resolve open issues with respect to the merger agreement in advance of the final deadline for proposals. Later that evening, Microsemi’s legal counsel sent comments on the merger agreement to representatives of Skadden.

On September 19, 2015, the board of directors of PMC met to review information provided by Qatalyst Partners and Skadden with respect to their engagement by Skyworks on unrelated matters. The board of directors of PMC requested that Qatalyst Partners should be asked to terminate its representation of Skyworks, which Qatalyst Partners had offered to do, and that the board of directors of PMC should also retain a second financial advisor to advise it as to the fairness of the consideration to PMC’s stockholders in any transaction. The board of directors of PMC also determined that because the Skadden team working on PMC’s behalf was distinct from the Skadden team that has worked on behalf of Skyworks on unrelated matters, Skadden would continue to represent PMC in its evaluation of strategic alternatives. On September 21, 2015, Qatalyst Partners advised PMC that it had terminated the unrelated Skyworks representation as requested by the board of directors of PMC.

On September 22, 2015, Mr. Lang again communicated with Party C’s management to discuss Party C’s level of interest in a strategic transaction involving PMC and Party C, and to remind Party C of the upcoming deadline for the receipt of bids. Later that day, a member of Party C’s management communicated with a representative of Qatalyst Partners regarding its intention to submit a proposal at a price between $7.00 and $9.00 a share, and the representative of Qatalyst Partners informed Party C’s management that such a proposal would not be competitive. Later that day Party C sent a written proposal to acquire PMC at a price between $8.00 to $10.00 per share of PMC’s common stock, subject to further due diligence, which proposal was promptly communicated to the board of directors of PMC.

On September 23, 2015, representatives of Skadden held a conference call with representatives of O’ Melveny to negotiate the terms of the merger agreement.

On September 23, 2015, Qatalyst Partners sent a process letter to Party C calling for it to complete its due diligence and present an unconditional best and final offer by September 28, 2015, as well as the form of merger agreement prepared by Skadden contemplating a transaction in which the consideration would be all cash. On September 23, 2015, Party C was granted access to the online data room PMC established for diligence purposes.

Between September 23, 2015 and September 28, 2015, members of PMC’s management held diligence meetings with members of the management of each of Microsemi and Party C, and diligence calls with members of the management of each of Skyworks, Microsemi and Party C, and PMC provided each of them with additional diligence information. During this period, members of PMC’s management also participated in diligence calls and a meeting with Microsemi with respect to PMC’s diligence investigation of Microsemi. Representatives of Qatalyst Partners participated in these calls, and in the meetings between members of PMC’s management and members of Party C’s management and between members of PMC’s management and members of Microsemi’s management. Representatives of Stifel also participated in the calls and meetings between members of PMC’s management and the members of Microsemi’s management.

On September 24, 2015, a member of Party C’s management communicated with Mr. Lang and indicated that Party C was interested in a potential strategic transaction with PMC, but was not likely to move quickly.

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On September 24, 2015, a member of Party F’s management communicated with a representative of Skadden to indicate that Party F was prepared to execute the nondisclosure agreement; however, a number of their proposed equity investors were not yet willing to enter into the nondisclosure agreement.

On September 25, 2015, a representative of Skadden furnished initial drafts of the disclosure schedules to the merger agreement to legal counsel to Microsemi and Skyworks, and sent a revised draft of the merger agreement to Microsemi’s legal counsel reflecting PMC’s responses to the comments previously submitted by Microsemi.

On September 25, 2015, Mr. Peterson sent a letter addressed to the board of directors of PMC informing the board of directors of PMC that Microsemi intended to submit its best and final firm offer by 2:00 p.m. Pacific time on September 28, 2015, that the proposal would be fully financed, not subject to any further diligence or conditions, and would include a negotiated merger agreement, and that the offer would expire on September 29, 2015 at 5:00 p.m. Pacific time. Later that day, a representative of Qatalyst Partners communicated with a member of Microsemi’s management and informed them that the meeting of the board of directors of PMC would not take place until October 1, 2015, as previously communicated, and that the board of directors of PMC had determined that it would not be possible to change the timing of the meeting.

On September 26, 2015, with the approval of all members of the board of directors of PMC, Jonathan Judge, the Chairman of the board of directors of PMC, sent a letter to Mr. Peterson reminding him that PMC had scheduled a meeting of its board of directors for October 1, 2015 to consider all proposals from interested parties, including any proposal from Microsemi, informing him that if Microsemi withdrew its proposal or its proposal expired, PMC would have no choice but to view Microsemi’s proposal as withdrawn, and informing him that PMC looked forward to receiving Microsemi’s proposal.

On September 26, 2015, Mr. Elmurib contacted three financial advisory firms, including the firm that was ultimately retained, Needham & Company, LLC, which we refer to as Needham & Company, to discuss retaining one of them to serve as a second financial advisor in connection with PMC’s review of any proposed transactions.

On September 28, 2015, both Microsemi and Skyworks submitted written proposals to acquire PMC, including comments on the proposed form of merger agreement. Microsemi proposed $7.61 in cash and 0.0771 shares of Microsemi common stock for each share of PMC’s common stock, and the offer by its terms would expire at 6:00 p.m. EDT on September 29, 2015. Based on the closing price per share of Microsemi’s common stock on the prior trading day, the value proposed was approximately $10.00 per share of PMC’s common stock. Skyworks proposed $10.00 in cash per share of PMC’s common stock. Both proposals were promptly communicated to the board of directors of PMC. Each of the proposals represented a premium of approximately 57% over the closing price of PMC’s common stock on the prior trading day.

On September 29, 2015, representatives of each of Qatalyst Partners and Skadden contacted members of Microsemi’s management and its legal counsel, respectively, and asked them to extend the expiration of Microsemi’s proposal given the timing of the meeting of the board of directors of PMC on October 1, 2015, but both Qatalyst Partners and Skadden received no response. Additionally, representatives of Qatalyst Partners communicated with members of Microsemi’s management, and urged them to put forward their best and final bid.

On September 29, 2015, PMC entered into a formal engagement letter with Needham & Company to serve as a financial advisor in connection with PMC’s review of any proposed transactions, based on Needham & Company’s qualifications, expertise, reputation and knowledge of PMC’s business and affairs and the industry in which PMC operates.

On September 29, 2015, representatives of Skadden held a conference call with counsel to Skyworks for negotiations with respect to the merger agreement. On September 30, 2015, a representative of Skadden sent a revised draft of the merger agreement to Skyworks’ legal counsel reflecting PMC’s responses to the comments submitted by Skyworks on September 28, 2015.

On September 30, 2015, a representative of Qatalyst Partners communicated with Mr. Schiller and urged Skyworks to raise the price they were offering in order to distinguish their bid from the competition.

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On the morning of October 1, 2015, the board of directors of PMC met to review the final bids that were received in response to PMC’s call for proposals, with representatives of Skadden, Qatalyst Partners and Needham & Company in attendance. Mr. Lang described the bids that had been received from Microsemi and Skyworks, noting that both Microsemi and Skyworks had sent proposals offering to pay $10.00 per share of PMC’s common stock, but the Skyworks proposal was all cash, and the Microsemi proposal included $7.61 in cash and 0.0771 shares of Microsemi common stock, with a value of approximately $10.14 based on the closing price of the Microsemi common stock on the prior trading day. Mr. Lang noted that the proposal from Microsemi had expired in accordance with its terms on September 29, 2015, but that he recommended that the board of directors of PMC assess the merits of the proposal from Microsemi notwithstanding that the proposal had expired. Mr. Lang also said that he had received a voicemail from Mr. Aldrich suggesting that Skyworks may be able to raise its price. A representative of Qatalyst Partners then summarized the history of and status of the negotiations with Microsemi, Skyworks and Party C and the terms of the current proposals from Microsemi and Skyworks, noting that each party had been repeatedly urged to make its best and final proposal. The representative of Qatalyst Partners summarized the terms of the two bids received, noting that the transaction proposed by Skyworks would involve significantly lower leverage, and that negotiations with respect to the proposed form of merger agreement were at an advanced stage with both parties. Finally, the representative of Qatalyst Partners noted that Party C had moved slowly throughout the process, and that although Party C had been actively engaged and done a significant amount of work on diligence over the 10 days prior to the board meeting, it had not yet submitted a proposal, notwithstanding that Party C understood the timing of PMC’s process. A representative of Skadden then described the fiduciary duties of the board of directors of PMC, and a representative of Qatalyst Partners discussed the financial aspects of the proposals. A representative of Skadden then summarized the status of the negotiations with each of Microsemi and Skyworks with respect to the merger agreement, reviewing the material terms of each of the agreements, highlighting the nature of the financing commitments and commitments to securing required regulatory clearances, and noting that both agreements contained customary “fiduciary out” provisions to allow the board of directors of PMC to terminate the agreement to accept a superior proposal if failure to do so would be inconsistent with the fiduciary duties of the board of directors of PMC, and that there were no material differences in the closing conditions and termination provisions. The representative of Skadden noted that while there were still open issues, neither proposed form of merger agreement contained any issues that were likely to prevent reaching agreement on the terms of a merger agreement, and that both bidders had agreed to full specific performance of their obligation to consummate the transaction.

During the meeting of the board of directors of PMC on October 1, 2015, a member of Microsemi’s management telephoned a representative of Qatalyst Partners to inform him that Microsemi’s proposal was still open even though the written offer had expired by its terms and reiterated that the proposal they had submitted was their best and final proposal; the fact that Microsemi’s bid was still open was also subsequently confirmed in writing in a letter from Microsemi to PMC. After Qatalyst Partners completed its presentation, a discussion ensued among the members of the board of directors of PMC, Mr. Lang and the representatives of Qatalyst Partners regarding PMC’s ability to achieve and sustain the projected rates of growth and operating margins in light of the competitive environment, past performance and the risks of a market dislocation that could impact trading multiples and valuations, opportunities for growth, and the potential for a transaction with Microsemi or other potential interested parties at some point in the future, if PMC does not pursue a transaction at this point. After discussion of the merits of an all cash offer versus the cash and equity proposal from Microsemi, the possible market reaction to the level of leverage contemplated by the Microsemi proposal and the impact that would have on the value of the Microsemi proposal, and the risks inherent in achieving PMC’s standalone plan, the board of directors of PMC determined that the all cash proposal from Skyworks, inclusive of any expected increase pursuant to the voicemail left by Mr. Aldrich, was superior to the proposal from Microsemi, but directed management and Qatalyst Partners to ask both parties to raise their proposed prices, informing Skyworks that PMC would move quickly to enter into a definitive agreement if it would raise its offer to $10.50 per share, and informing Microsemi that its bid was not selected and it would not be the winning bidder at its current offer.

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In the afternoon of October 1, 2015, Mr. Lang communicated with Mr. Aldrich by telephone and urged Skyworks to raise the price it was offering, and after negotiations, Mr. Aldrich agreed to propose a price of  $10.50 per share, which Skyworks subsequently confirmed in writing.

In the afternoon of October 1, 2015, representatives of Qatalyst Partners communicated with a member of Microsemi’s management, who informed them that Microsemi would not increase its bid and confirmed that its prior bid was its best and final proposal. Qatalyst Partners informed him that the board of directors of PMC had determined not to proceed with Microsemi’s proposal.

From October 2, 2015 to October 5, 2015, members of PMC’s management and representatives of Skadden participated in negotiations with Skyworks and its counsel with respect to the proposed merger agreement, including the scope of the representations and warranties, the restrictions on PMC’s operations between the signing of the merger agreement and the consummation of the merger, the obligation of Skyworks to enforce its debt commitment and the remedies if the transaction failed to close, the terms of the commitment letter for debt financing to be provided by Skyworks’ financing sources, the disclosure schedules with respect to the merger agreement, and other open issues with respect to the merger agreement and legal diligence effort.

At 9 a.m. on October 5, 2015, the board of directors of PMC met to review the status of the negotiations and the terms of the proposed transaction, attended by representatives of Qatalyst Partners, Needham & Company and Skadden, respectively. At the meeting, representatives of Qatalyst Partners discussed the financial aspects of the proposed transaction, updated to reflect changes in the market price of PMC’s shares of common stock since October 1, 2015. Representatives of Needham & Company then discussed the financial aspects of the proposed transaction. Skadden described the terms of and status with respect to the negotiation of the merger agreement. The board meeting was adjourned until 1:00 p.m.

During the day on October 5, 2015, PMC management and legal counsel participated in negotiations with Skyworks and its legal counsel regarding the merger agreement and completed the preparation of the disclosure schedules to the merger agreement.

At 1 p.m. on October 5, 2015, the board of directors of PMC reconvened to hear an update on the status of the negotiations regarding the merger agreement from PMC’s management, legal counsel and financial advisors, attended by representatives of Qatalyst Partners, Needham & Company and Skadden, respectively. Ms. Flaminia and Mr. Lang described the status of negotiations with respect to the merger agreement. A representative of Qatalyst Partners indicated that he had communicated with a member of Party C’s management earlier that day regarding whether Party C still intended to submit a proposal, and the member of Party C’s management had indicated that Party C was likely to make a proposal, but would offer a price of around $9.00 per share, and that there was resistance internally to offering more than $9.00 per share of PMC’s common stock. The representative of Qatalyst Partners told the member of Party C’s management that such a proposal would not be competitive, but Party C had not expressed any willingness to increase its proposed price in response. Qatalyst Partners then rendered its oral opinion, subsequently confirmed in writing, that as of October 5, 2015 and based upon and subject to the various considerations, limitations and other matters set forth in its written opinion, the $10.50 per share cash consideration to be received by the holders of PMC’s common stock, other than Skyworks or any affiliates of Skyworks, pursuant to the merger agreement was fair, from a financial point of view, to such holders. Needham & Company delivered to the board of directors of PMC its oral opinion, which was confirmed by delivery of a written opinion dated October 5, 2015, to the effect that, as of such date, and based upon and subject to the assumptions and other matters described in its written opinion, the consideration of  $10.50 per share in cash to be received by the holders of PMC’s common stock (other than Skyworks, any affiliates of Skyworks and holders of dissenting shares who properly exercise their appraisal rights) pursuant to the merger agreement, was fair, from a financial point of view, to such holders. Skadden then described the proposed resolutions. Following a discussion, the resolutions approving the merger agreement and the merger contemplated thereby were unanimously approved by the board members in attendance.

In the evening of October 5, 2015, PMC executed and delivered the merger agreement with Skyworks, and PMC and Skyworks issued a joint press release announcing the merger agreement after the close of trading on October 5, 2015. At that time, all standstill agreements with other parties automatically expired in accordance with their terms.

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On October 8, 2015, the board of directors of Microsemi met, with representatives of Stifel and O’Melveny present, to review and discuss Microsemi’s proposal to acquire PMC. Mr. Peterson and Mr. Litchfield provided an update on the proposed acquisition, including the status of PMC’s merger agreement with Skyworks, revisions to the merger agreement that Microsemi would make were it to revise its proposal and proposed revised terms for the acquisition financing. Representatives of Stifel provided a financial valuation of Microsemi’s revised bid and comparable multiples/premiums used in PMC’s industry. At the meeting, the board of directors of Microsemi authorized management of Microsemi to execute and deliver a revised proposal on terms consistent with those discussed by the board of directors of Microsemi.

On October 19, 2015, Microsemi sent a written proposal to acquire PMC at a price of  $8.75 in cash and 0.0736 shares of Microsemi stock for each share of PMC’s common stock, which proposal was contemporaneously publicly announced and promptly communicated to the board of directors of PMC. Based on the closing price per share of Microsemi’s common stock on the prior trading day, the value proposed was approximately $11.50 per share of PMC’s common stock. Later that day, the board of directors of PMC determined, after consultation with its financial advisors and outside legal counsel, that the Microsemi proposal would reasonably be expected to lead to a superior proposal, and that the failure to participate in discussions with Microsemi would reasonably be expected to be inconsistent with the fiduciary duties of the board of directors of PMC, and accordingly PMC provided Skyworks notice of PMC’s intent to engage in discussions with Microsemi.

After Microsemi and PMC had entered into a new nondisclosure agreement on October 20, 2015, between October 20, 2015 and October 26, 2015, PMC’s management and representatives of Skadden, Qatalyst Partners and Needham & Company participated in additional diligence meetings with members of Microsemi’s management and representatives of O’Melveny and Stifel, including meetings for purposes of reverse diligence regarding Microsemi, as well as negotiations with respect to the proposed merger agreement and disclosure schedules.

On October 22, 2015 and October 23, 2015, PMC provided updated information regarding preliminary financial results for the third quarter of fiscal 2015 and projected performance for the fourth quarter of fiscal 2015 to Microsemi and Skyworks, respectively.

The board of directors of PMC met on October 26, 2015 and determined that Microsemi’s proposal of $8.75 in cash and 0.0736 shares of Microsemi stock for each share of PMC’s common stock was superior to the $10.50 per share payable under the merger agreement with Skyworks, and PMC promptly gave notice to Skyworks of PMC’s intention to terminate the merger agreement to enter into an acquisition agreement with Microsemi if Skyworks did not submit a binding proposal to change the terms of the merger agreement such that the Microsemi proposal would no longer be a superior proposal on or before 5:00 p.m. on October 29, 2015, and PMC informed Skyworks of PMC’s willingness to engage in negotiations with Skyworks.

On October 27, 2015, during a pre-planned trip to meet with a PMC customer, Mr. Lang met with Mr. Aldrich to discuss Microsemi’s October 19, 2015 proposal, confirm Skyworks’ interest in PMC and request that Skyworks increase its proposed purchase price in response to Microsemi’s proposal. Between October 27, 2015 and October 29, 2015, representatives of Qatalyst Partners also communicated with representatives of Skyworks to urge them to increase their proposed purchase price.

On October 29, 2015, Skyworks submitted a proposed amended and restated merger agreement providing for a price of  $11.60 per share in cash, and providing for an increase in the amount of the termination fee from $70 million to $88.5 million. The updated Skyworks proposal was promptly communicated to the board of directors of PMC. Representatives of Qatalyst Partners contacted representatives of Skyworks’ management seeking to have Skyworks increase its price and reverse the proposed increase in the termination fee. Mr. Lang communicated with Mr. Aldrich and requested that Skyworks withdraw its request to increase the termination fee. Representatives of Skadden contacted Skyworks’ outside legal counsel to request that Skyworks reverse its proposed increase in the termination fee. Representatives of Skyworks’ management and Skyworks’ outside legal counsel separately communicated to representatives of Qatalyst Partners and Skadden that Skyworks was not willing to further increase its proposed purchase price or reverse the proposed increase in the termination fee and that the increase in the termination fee was an integral part of Skyworks’ willingness to increase its bid to $11.60

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per share. Representatives of Qatalyst Partners communicated with members of Microsemi’s management and its financial advisor to ask them if Microsemi was willing to increase its bid and informed them that Microsemi should submit its best and final offer. Microsemi declined to increase its bid at this time, but indicated that it intended to keep pursuing a transaction with PMC. On the evening of October 29, 2015, after consultation with its financial advisors and outside legal counsel, the board of directors of PMC determined that the Microsemi proposal was not superior to the amended and restated merger agreement proposed by Skyworks. In connection with the determination of the board of directors of PMC to approve the amended and restated merger agreement with Skyworks, Qatalyst Partners rendered its oral opinion, subsequently confirmed in writing, that as of October 29, 2015 and based upon and subject to the various considerations, limitations and other matters set forth in its written opinion, the $11.60 per share cash consideration to be received by the holders of PMC’s common stock, other than Skyworks or any affiliates of Skyworks, pursuant to the merger agreement was fair, from a financial point of view, to such holders, and Needham & Company delivered to the board of directors of PMC its oral opinion, which was confirmed by delivery of a written opinion dated October 29, 2015, to the effect that, as of such date, and based upon and subject to the assumptions and other matters described in its written opinion, the consideration of  $11.60 per share in cash to be received by the holders of PMC’s common stock (other than Skyworks, any affiliates of Skyworks and holders of dissenting shares who properly exercise their appraisal rights) pursuant to the merger agreement, was fair, from a financial point of view, to such holders. Skadden then described the proposed resolutions. The board of directors of PMC discussed and unanimously approved resolutions approving the amended and restated merger agreement and the merger contemplated thereby. PMC entered into the amended and restated merger agreement proposed by Skyworks later that evening, and announced the amended and restated merger agreement with Skyworks before the opening of trading on October 30, 2015.

On October 29, 2015, the board of directors of Microsemi held a special meeting, with representatives of Stifel and O’Melveny present, to discuss the proposed acquisition of PMC. The board of directors of Microsemi discussed PMC’s merger agreement with Skyworks and representatives of Stifel provided a financial valuation and combined business and prospects presentation. The board of directors of Microsemi authorized management of Microsemi to execute and deliver a revised proposal on terms consistent with those discussed by the board of directors of Microsemi.

Mid-morning on October 30, 2015, Microsemi sent a written proposal to acquire PMC at a price of $9.04 in cash and 0.0771 shares of Microsemi stock for each share of PMC’s common stock, which proposal was also publicly announced. Based on Microsemi’s closing price on the prior trading day, the value proposed was approximately $11.88 per share of PMC’s common stock. Microsemi’s revised proposal did not include an updated debt commitment letter confirming its lenders’ approval of the new Microsemi proposal and contemplated a promissory note structure for payment of the Skyworks termination fee that would have caused PMC to violate the terms of its existing revolving credit agreement. In the evening of October 30, 2015, the board of directors of PMC determined, after consultation with its financial advisors and outside legal counsel, that the Microsemi proposal would reasonably be expected to lead to a superior proposal, and that the failure to participate in further discussions with Microsemi would reasonably be expected to be inconsistent with the fiduciary duties of the board of directors of PMC. Shortly after the board meeting, PMC provided Skyworks notice of PMC’s intent to engage in further discussions with Microsemi and notified Microsemi of the determination of the board of directors of PMC.

After Microsemi entered into a new nondisclosure agreement, on October 31, 2015, representatives of Qatalyst Partners communicated with members of Microsemi’s management and its financial advisors and informed them of the determination of the board of directors of PMC, and encouraged them again to increase Microsemi’s proposed consideration and to provide its best and final offer. On the same day, representatives of Skadden communicated with Microsemi’s outside legal counsel and discussed the need for confirmation that Microsemi’s lenders had approved Microsemi’s revised bid and the elimination of the promissory note mechanic for payment of the termination fee under the Skyworks merger agreement, and informed them of the determination of the board of directors of PMC and the necessity of Microsemi putting forward its best and final offer at this time.

On October 31, 2015, Mr. Aldrich called Mr. Lang to discuss Microsemi’s proposal and PMC’s views of the proposal. Mr. Lang advised Mr. Aldrich that the board of directors of PMC would evaluate the proposal and make a determination.

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On November 1, 2015, Microsemi submitted a revised proposal that included a debt commitment letter that confirmed its lenders’ approval of the revised Microsemi proposal, and provided for direct payment of the Skyworks termination fee by Microsemi without need of any promissory note from PMC, but this proposal did not provide for an increase in the proposed price. Representatives of Microsemi contacted representatives of Qatalyst Partners to discuss the value of the Microsemi proposal and Microsemi’s upcoming earnings announcement, scheduled for November 5, 2015. On the evening of November 1, 2015, the board of directors of PMC met to consider this latest Microsemi proposal, and after consultation with PMC’s financial advisors and outside legal counsel who were present at the meeting, the board of directors of PMC unanimously determined that the value of the Microsemi proposal of  $9.04 in cash and 0.0771 shares of Microsemi stock for each share of PMC’s common stock was not superior to the value offered by the amended and restated merger agreement with Skyworks at that time, but that the board would continue to monitor developments with respect to the value of Microsemi’s stock. Shortly after the meeting of the board of directors of PMC, PMC issued a press release announcing that the board of directors of PMC had been unable to conclude that the Microsemi proposal was superior to the amended and restated merger agreement with Skyworks at that time, and that the board of directors of PMC continued to recommend the merger agreement with Skyworks to PMC’s stockholders, because the board of directors of PMC believed that the mixed stock/cash consideration proposed by Microsemi did not provide superior value compared to the all cash $11.60 transaction with Skyworks, and because while Microsemi’s proposal was nominally higher than Skyworks’ proposal based on prices as of October 30, 2015, the board of directors of PMC believed that Skyworks’ all cash proposal provided more value certainty to stockholders than the stock and cash consideration provided in the Microsemi proposal. The board of directors of PMC also took into account the relatively modest timing difference between the two proposals.

On November 2, 2015, the board of directors of Microsemi held a special meeting, with representatives of O’Melveny and Stifel present, to discuss its proposal to acquire PMC, including the terms of the potential transaction, synergies, risks and opportunities available to Microsemi in connection with the proposed acquisition of PMC. Management of Microsemi agreed to provide a recommendation to the board of directors of Microsemi on the potential acquisition at the meeting of the board of directors on November 6, 2015.

On November 6, 2015, the board of directors of Microsemi held a special meeting, with representatives of Stifel and O’Melveny present, and determined, after consultation with and presentation from its financial advisors, to authorize Microsemi management to execute and deliver a merger agreement on terms consistent with those discussed by the board of directors of Microsemi.

On November 6, 2015, the board of directors of PMC held a meeting, and at that meeting, the board of directors of PMC determined, after consultation with its financial advisors and outside legal counsel, to continue discussions with Microsemi regarding Microsemi’s proposal to acquire PMC in view of the increase in the price per share of Microsemi stock following its earnings announcement on November 5, 2015 and Microsemi’s reiteration and reaffirmation of its proposal to acquire PMC on November 2, 2015 and November 5, 2015. The board of directors of PMC directed its financial and legal advisors to notify Microsemi and its outside legal counsel of the determination of the board of directors of PMC and to clarify with Microsemi whether Microsemi intended to deliver the proposal in a binding manner capable of acceptance by PMC. Following the board meeting, representatives of Qatalyst Partners contacted a representative of Microsemi and a representative of Skadden contacted a representative of Microsemi’s counsel as directed by the board of directors of PMC. On November 7, 2015, representatives of PMC’s management and Qatalyst Partners advised representatives of Skyworks’ management of the determination of the board of directors of PMC.

On November 8, 2015, Mr. Lang communicated with Mr. Aldrich regarding the decision by the board of directors of PMC to reassess the Microsemi proposal.

On November 8, 2015, at the request of Microsemi’s Executive Vice President and Chief Strategy Officer, Steven G. Litchfield, Mr. Peterson had a call with Jonathan Judge, PMC’s Chairman, and they discussed the Microsemi proposal.

On the night of November 8, 2015, PMC’s outside counsel received a letter from Skyworks addressed to the board of directors of PMC questioning whether PMC’s interactions with Microsemi in the wake of Microsemi’s reiteration of its proposal were consistent with PMC’s obligations under the nonsolicitation

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provision of the amended and restated merger agreement with Skyworks. The letter was promptly made available to the board of directors of PMC.

On November 9, 2015, Microsemi delivered a proposal in a binding manner capable of acceptance by PMC, which was substantively identical to the proposal submitted on November 1, 2015, except that it provided for a commitment by Microsemi to commence an exchange offer within 10 business days, rather than 20 business days, of execution of a definitive merger agreement with PMC, and a reduced termination fee of  $67 million rather than $88.5 million. The board of directors of PMC met in the evening on November 9, 2015 and determined, after consulting with PMC’s financial and legal advisors, that Microsemi’s proposal of  $9.04 in cash and 0.0771 shares of Microsemi stock for each share of PMC’s common stock, which, based on the closing price per share of Microsemi common stock that day, represented nominal value of  $11.97 per share of PMC’s common stock, was superior to the $11.60 in cash per share payable under the amended and restated merger agreement with Skyworks. PMC promptly gave notice to Skyworks of PMC’s intention to terminate the merger agreement to enter into an acquisition agreement with Microsemi if Skyworks did not submit a binding proposal to change the terms of the Skyworks merger agreement such that the Microsemi proposal would no longer be a superior proposal before the end of business on November 13, 2015, and representatives of Skadden informed Microsemi’s outside counsel of the determination of the board of directors of PMC. PMC also informed Skyworks of PMC’s willingness to engage in negotiations in good faith with Skyworks during such period. That night, PMC also sent a letter to Skyworks in response to the letter received from Skyworks the day before confirming that there had been no breach of any of PMC’s contractual obligations to Skyworks.

On November 10, 2015, members of PMC’s management spoke with members of Skyworks’ management regarding the determination of the board of directors of PMC that the Microsemi proposal constituted a superior proposal, and regarding whether Skyworks intended to propose to change the terms of the amended and restated merger agreement with Skyworks such that the Microsemi proposal would no longer be a superior proposal. In addition, on the same day, at the request of Skyworks, Mr. Judge had a telephone call with Kevin Beebe, a member of the board of directors of Skyworks.

On November 10, 2015, the board of directors of Microsemi held a regularly scheduled meeting, with representatives of O’Melveny present, and management of Microsemi provided an update on matters related to Microsemi’s proposed acquisition of PMC.

Between November 11, 2015 and November 13, 2015, Mr. Lang communicated with Mr. Aldrich on several occasions regarding whether Skyworks intended to propose changes to the terms of the amended and restated merger agreement with Skyworks, but notwithstanding PMC’s requests to improve the terms of PMC’s current transaction, Skyworks declined to do so.

The board of directors of PMC met on the evening of November 13, 2015 to consider once again whether the Microsemi proposal of  $9.04 in cash and 0.0771 shares of Microsemi stock for each share of PMC’s common stock was superior to the $11.60 in cash per share payable under the amended and restated merger agreement with Skyworks. Based on the closing price of Microsemi’s stock on November 13, 2015, which had declined by approximately 6.6% from the closing price on November 9, 2015, the Microsemi proposal represented nominal value of  $11.77 per share of PMC’s common stock. The board of directors of PMC unanimously determined, after receiving the advice of its financial advisors and outside legal counsel, that Microsemi’s latest proposal was not superior to PMC’s existing amended and restated merger agreement with Skyworks in light of the recent stock market volatility and concern regarding the market effect of geopolitical events. In light of the letter from Skyworks on November 8, 2015 questioning whether PMC’s interactions with Microsemi were consistent with its obligations under the nonsolicitation provision in the amended and restated merger agreement with Skyworks, prior to the meeting of the board of directors of PMC, PMC requested and received written assurances from Skyworks that it would not seek to terminate the amended and restated merger agreement with Skyworks in the event the board of directors of PMC determined it was superior to the proposal from Microsemi.

During the afternoon of November 14, 2015, a member of Microsemi’s management sent a letter addressed to the board of directors of PMC inquiring whether, if Microsemi increased its bid by approximately $0.105 in cash per share of PMC’s stock, such that the nominal value of its proposal, based on the closing price of the Microsemi stock on November 13, 2015, would be $11.88 per share of PMC’s

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stock, PMC would be permitted under the terms of the amended and restated merger agreement with Skyworks to, and willing to, accept such an updated Microsemi proposal over the weekend of November 14th – 15th without providing Skyworks an opportunity to match the updated Microsemi proposal, and this proposal was promptly communicated to the board of directors of PMC and to Skyworks. Following PMC’s transmitting the letter from Microsemi to Skyworks, counsel to Skyworks communicated with a representative of Skadden in writing that to proceed as Microsemi had suggested would constitute a breach under PMC’s agreement with Skyworks — a view with which the board of directors of PMC agreed. Moreover, the board of directors of PMC unanimously determined that the latest Microsemi proposal was not reasonably likely to lead to a superior proposal. On November 15, 2015, a member of Microsemi’s management sent a letter addressed to the board of directors of PMC rescinding the proposal.

On November 17, 2015 Microsemi submitted a proposal in a binding manner capable of acceptance by PMC, to acquire PMC at a price of  $9.22 in cash and 0.0771 shares of Microsemi stock for each share of PMC’s common stock, which was otherwise substantively identical to the proposal submitted on November 1, 2015.

On November 18, 2015, the board of directors of PMC met and determined, after consulting with its financial and legal advisors, that Microsemi’s proposal received on the previous day, which based on the closing price of Microsemi’s stock on November 18, 2015 represented nominal value of  $12.07 per share of PMC’s common stock, was superior to the $11.60 per share payable under the amended and restated merger agreement with Skyworks. PMC promptly gave notice to Skyworks of PMC’s intention to terminate the merger agreement to enter into an acquisition agreement with Microsemi if Skyworks did not submit a binding proposal to change the terms of the Skyworks merger agreement such that the Microsemi proposal would no longer be a superior proposal before the end of business on November 23, 2015, and informed Skyworks of PMC’s willingness to engage in negotiations in good faith with Skyworks during such period.

Between November 18, 2015 and November 23, 2015, representatives of PMC, Qatalyst Partners and Skadden communicated with Skyworks regarding whether it intended to increase its bid. Skyworks indicated that it was not willing to increase its bid.

On the evening of November 23, 2015, the board of directors of PMC met and determined, after consultation with its financial advisors and outside legal counsel, that the Microsemi proposal constituted a superior proposal and that it would be inconsistent with its fiduciary duties not to terminate the amended and restated merger agreement with Skyworks and approve the proposed merger agreement with Microsemi. In connection with the determination of the board of directors of PMC to approve the merger agreement with Microsemi, Qatalyst Partners rendered its oral opinion, subsequently confirmed in writing, that as of November 23, 2015 and based upon and subject to the various considerations, limitations and other matters set forth in its written opinion, the consideration of  $9.22 cash and 0.0771 shares of Microsemi stock per share to be received by the holders of PMC’s common stock, other than Microsemi or any affiliates of Microsemi, pursuant to the merger agreement was fair, from a financial point of view, to such holders, and Needham & Company delivered to the board of directors of PMC its oral opinion, which was confirmed by delivery of a written opinion dated November 23, 2015, to the effect that, as of such date, and based upon and subject to the assumptions and other matters described in its written opinion, the consideration of  $9.22 cash and 0.0771 shares of Microsemi stock per share to be received by the holders of PMC’s common stock (other than Microsemi, any affiliates of Microsemi and holders of dissenting shares who properly exercise their appraisal rights) pursuant to the merger agreement, was fair, from a financial point of view, to such holders. Skadden then described the proposed resolutions. Following a discussion, the resolutions approving the termination of the amended and restated merger agreement with Skyworks, and approving merger agreement with Microsemi and the merger contemplated thereby, were unanimously approved by the board members in attendance. PMC promptly delivered a notice of termination to Skyworks with respect to the amended and restated merger agreement with Skyworks.

On November 24, 2015, PMC executed and delivered the merger agreement with Microsemi, and PMC and Microsemi issued a joint press release announcing the merger agreement prior to the start of trading on November 24, 2015. Microsemi then paid the $88.5 million termination fee (which PMC was obligated to pay to Skyworks) to PMC, and PMC promptly paid such amount to Skyworks.

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Microsemi’s Reasons for the Offer and the Merger

The board of directors of Microsemi approved the merger agreement and determined that the merger agreement and the transactions contemplated by the merger agreement, including the offer, the merger and the issuance of Microsemi common stock as part of the transaction consideration, are fair to, and in the best interests of, Microsemi and its stockholders.

In reaching its determination, the board of directors of Microsemi consulted with Microsemi’s management, as well as with Microsemi’s legal and financial advisors, and considered a variety of factors weighing favorably towards the offer and the merger, including the factors described below. The board of directors of Microsemi believes that the offer and the merger will allow Microsemi to realize a number of significant benefits, including the following (not in any relative order of importance):

Strategic Considerations

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The combined company is expected to be a top 10 analog /mixed-signal semiconductor company with $1.8 billion in trailing twelve month revenues;

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The acquisition of PMC will significantly expand Microsemi’s product portfolio by adding a strong position in SAS port connectivity, high-performance SSD controllers, OTN and wireless infrastructure processors;

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The acquisition of PMC further diversifies Microsemi’s business mix, improves key customer relationships, enhances its growth potential, and accelerates Microsemi’s efforts to expand its data center offerings and capitalize on the growth of cloud storage and hyperscale computing;

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The acquisition of PMC will further Microsemi’s global footprint and help to create scale necessary to efficiently invest and compete in the semiconductor industry;

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The combined scale, and go-to-market strategy should create opportunities for cross-selling of the combined company’s products;

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Microsemi will utilize and benefit from the technology leadership of both companies, while accessing PMC’s broad intellectual property portfolio and other resources;

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Trends and competitive developments in the industry and the range of strategic alternatives available to Microsemi; and

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The combined company is expected to create long-term stockholder value by creating additional growth opportunities by utilizing the respective strengths of each business, expanding the combined company’s product portfolio and unlocking value in new business lines and product offerings.

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Forecasted Synergies and Other Financial Considerations

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Microsemi expects to achieve more than $100 million in annual cost synergies in the first full year following the completion of the transaction, with $75 million in cost savings are expected to be realized in the first full quarter of combined operations;

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After adjusting for expected cost synergies, the combined company is expected to achieve Microsemi’s long-term target financial model; and

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The acquisition of PMC is projected to be immediately accretive to Microsemi’s non-GAAP earnings per share and cash flow.

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Market Conditions

•

The board of directors of Microsemi also took into account current financial market conditions and the current and historical market prices and volatility of, and trading information with respect to, shares of PMC and Microsemi common stock; and

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•

The combined company is expected to have better access to capital markets as a result of enhanced size and business diversification, and expected increased earnings and cash flow over time.

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Due Diligence

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The board of directors of Microsemi further considered its familiarity with the business operations, strategy, earnings and prospects of each of Microsemi and PMC and the scope and results of the due diligence investigation conducted by Microsemi’s management and advisors with respect to PMC.

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Financial Terms of The Transaction

•

The board of directors of Microsemi reviewed the amount and form of consideration to be paid in the transaction, the fact that the exchange ratio is fixed, the expected pro forma ownership of the combined company and other financial terms of the offer and the merger.

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Recommendation of Management

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The board of directors of Microsemi took into account the recommendation of Microsemi’s management in favor of the offer and the merger.

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Debt Financing

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The board of directors of Microsemi considered management’s expectations as to its ability to obtain debt financing and the terms of that financing, including the commitment letter for $2.925 billion in financing, subject to certain conditions (see “The Offer and The Merger — Source and Amount of Funds”).

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Provisions of the Merger Agreement

•

The board of directors of Microsemi considered the structure of the offer and the merger and terms and conditions of the merger agreement, including the financial terms, the anticipated short time period from announcement to completion achievable through the exchange offer structure, the restrictions placed on PMC’s ability to seek a superior proposal, the conditions to completion, the termination rights of the parties, the obligation of PMC to pay a $88.5 million termination fee and reimburse Microsemi an amount of  $88.5 million for a previously paid termination fee, and potentially up to $15 million in expense reimbursement, to Microsemi in certain circumstances; and

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The expectation that the conditions to consummation of the offer and the merger will be satisfied on a timely basis.

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The board of directors of Microsemi also identified and considered certain potentially negative factors in its deliberations to be balanced against the positive factors, including:

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the fact that the industry in which Microsemi and PMC operate has experienced a significant overall increase in stock prices in recent months and that as recently as August 25, 2015, the closing price of PMC common stock was $5.84;

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the risk that the anticipated benefits of the offer and the merger will not be realized in full or in part, including the risks that expected synergies will not be achieved or not achieved on the expected timeframe;

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the risk that while Microsemi performed due diligence on PMC and its business, the scope of that due diligence was limited and there may be aspects of PMC or its business of which Microsemi is not aware;

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the risk that the transaction may not be consummated despite the parties’ efforts or that the closing of the transaction may be unduly delayed;

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•

the fact that in connection with PMC terminating its merger agreement with Skyworks in order to enter into the merger agreement with Microsemi, Microsemi paid the $88.5 million termination fee under the Skyworks merger agreement on behalf of PMC;

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•

other costs associated with the offer and the merger;

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the risk that the trading price of Microsemi common stock could decrease and the offer and the merger could have a dilutive effect on the value of common shares held by Microsemi stockholders for any number of reasons, some of which are outside Microsemi’s control, including for example if investors believe that the value of the cash and stock consideration to be exchanged for PMC shares in connection with the offer and the merger, together with transaction costs, is greater than the value of PMC’s business, together with any synergies expected to be achieved or actually realized from Microsemi’s acquisition of PMC;

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potential challenges in integrating the two companies in addition to Microsemi’s other recent acquisitions;

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the provisions of the merger agreement that place restrictions on the interim operations of Microsemi and its subsidiaries pending the closing (see “Merger Agreement — Conduct of Microsemi’s Business Pending the Merger”);

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the amount of cash that would be required to fund the cash portion of the transaction consideration and the fact that Microsemi’s obligation to complete the offer and the merger is not conditioned on its ability to obtain financing;

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the greater financial leverage under which Microsemi would operate as a result of the indebtedness that Microsemi would incur in connection with the offer and the merger, as well as the numerous ongoing financial and operational covenants and restrictions on Microsemi proposed to be set forth in the financing agreements (see “The Offer and the Merger — Source and Amount of Funds”);

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the risks associated with the occurrence of events which may materially adversely affect the operations or financial condition of PMC and its subsidiaries, which may not entitle Microsemi to terminate the merger agreement;

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the risk of diverting Microsemi management’s focus and resources from other strategic opportunities and from operational matters while working to implement the transaction with PMC, and other potential disruption associated with combining the companies, and the potential effects of such diversion and disruption on the businesses and customer relationships of Microsemi and PMC; and

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the risks associated with the offer and the merger, the combined company following the offer and the merger, Microsemi’s business and PMC’s business described under the sections entitled “Forward-Looking Statements” and “Risk Factors.”

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After consideration of these factors, the board of directors of Microsemi determined that, overall, the potential benefits of the offer and the merger outweighed the potential risks.

This discussion of the information and factors considered by the board of directors of Microsemi includes the material positive and negative factors considered by the board of directors of Microsemi, but it is not intended to be exhaustive and may not include all the factors considered by the board of directors of Microsemi. The board of directors of Microsemi did not quantify or assign any relative or specific weights to the various factors that it considered in reaching its determination to approve the merger agreement and the offer and the merger. Rather, the board of directors of Microsemi viewed its position and recommendation as being based on the totality of the information presented to and factors considered by it. In addition, individual members of the board of directors of Microsemi may have given differing weights to different factors. It should be noted that this explanation of the reasoning of the board of directors of Microsemi and certain information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed in the section entitled “Forward-Looking Statements.”

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PMC’s Reasons for the Offer and the Merger; Recommendation of the Board of Directors of PMC

At a meeting held on November 23, 2015, the board of directors of PMC determined that the proposed offer and merger was advisable, fair to, and in the best interests of, the PMC stockholders, approved the merger agreement and the transactions contemplated thereby, including the offer and the merger, and recommended that the PMC stockholders tender their shares in the offer.

In evaluating the offer, the merger, and the merger agreement, the board of directors of PMC consulted with PMC’s senior management team, as well as PMC’s outside legal and financial advisors, and considered a number of factors, including the following material factors (not in any relative order of importance):

•

the fact that the proposed consideration to be received by the holders of PMC common stock of $9.22 in cash and 0.0771 shares of Microsemi common stock per share of PMC common stock represented a premium over the market price at which PMC common stock traded prior to the announcement of the execution of the original merger agreement with Skyworks dated October 5, 2015, as well as a significant premium over the price proposed to be paid under the amended and restated merger agreement with Skyworks dated October 29, 2015. Based upon the closing price of Microsemi’s common stock on November 20, 2015, the second to last trading day prior to the announcement of the merger agreement with Microsemi, the consideration represents an approximate premium of:

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•

78% based on the closing price per share of  $6.77 on September 30, 2015, the last full trading day prior to publication of a Bloomberg article speculating that PMC had hired a financial advisor to seek a sale of PMC; and

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93% based on the average price per share of  $6.25 over the 30 trading day period ending September 30, 2015;

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the belief of the board of directors of PMC that the per share transaction consideration of  $9.22 in cash and 0.0771 shares of Microsemi common stock per share of PMC common stock is more favorable to PMC’s stockholders than the consideration of  $11.60 per share in cash per share of PMC common stock that was to be paid under the amended and restated merger agreement with Skyworks;

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the fact that a portion of the transaction consideration is composed of shares of Microsemi common stock, so PMC’s stockholders may have an ability to participate in any future “upside” in the equity ownership of the combined company;

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the expectations of the board of directors of PMC regarding the anticipated timing of the consummation of the offer and the merger, including the fact that because Microsemi’s offer does not require regulatory approval from Chinese antitrust authorities, it could potentially close earlier than the proposed transaction with Skyworks. The potential for closing in a relatively short time frame could also reduce the amount of time in which PMC’s business would be subject to potential disruption and uncertainty pending closing and enable PMC’s stockholders to more quickly enjoy any accretive benefits of the merger;

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the belief of the board of directors of PMC that the offer and the merger are more favorable to PMC’s stockholders than the potential value that might result from the other alternatives reasonably available to PMC, including the alternative of remaining a stand-alone public company and other strategies that might be pursued as a stand-alone public company;

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the fact that the price proposed by Microsemi reflected extensive negotiations between PMC and Microsemi and their respective advisors, as well as extensive negotiations between PMC and Skyworks, and their respective advisors;

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the belief of the board of directors of PMC, after consultation with PMC’s financial advisors, that the prices proposed by Skyworks and Microsemi were the highest each would pay;

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the oral opinion delivered by Qatalyst Partners to PMC’s board of directors on November 23, 2015, and subsequently confirmed by Qatalyst Partners’ written opinion to PMC’s board of

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directors dated such date, to the effect that, based upon and subject to the various considerations, limitations and other matters set forth therein, the consideration to be received by the holders of PMC common stock, other than Microsemi or any affiliates of Microsemi, pursuant to the merger agreement was fair, from a financial point of view, to such holders. You are urged to read Qatalyst Partners’ written opinion, which is set forth in its entirety in Annex B, and the description of the opinion and the related financial analyses presented by Qatalyst Partners provided below under the heading “Opinions of PMC’s Financial Advisors — Opinion of Qatalyst Partners LP” beginning on page 54;

•

the oral opinion delivered by Needham & Company to the board of directors of PMC on November 23, 2015, and subsequently confirmed by Needham & Company’s written opinion to the board of directors of PMC dated such date, to the effect that, based upon and subject to the assumptions and other matters set forth in the written opinion, the consideration to be received by the holders of PMC common stock, other than Microsemi, any affiliate of Microsemi or holders who have properly demanded appraisal rights, pursuant to the merger agreement was fair, from a financial point of view, to such holders. You are urged to read Needham & Company’s written opinion, which is set forth in its entirety in Annex C, and the description of the opinion and the related financial analyses presented by Needham & Company provided below under the heading “Opinions of PMC’s Financial Advisors — Opinion of Needham & Company, LLC” beginning on page 61;

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•

the belief of the board of directors of PMC that the offer and the merger will likely be consummated, based on, among other factors, the absence of any financing condition to consummation of the offer or the merger, and the delivery by Microsemi of a debt commitment letter setting forth financing commitments for financing to consummate the transactions under the merger agreement;

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the assessment of the board of directors of PMC that Microsemi has adequate financial resources to pay the aggregate transaction consideration, including:

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the limited, and high likelihood of satisfaction of, conditions to the debt financing commitment obtained by Microsemi;

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Microsemi’s representations and covenants contained in the merger agreement relating to such financing; and

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the assessment of the board of directors of PMC of Microsemi’s ability to obtain financing, after reviewing publicly available and other financial information with respect to Microsemi with the assistance of legal and financial advisors;

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•

the terms and conditions of the merger agreement and related transaction documents, in addition to those described above (relating to regulatory approvals and clearances and financing) including:

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•

the limited and otherwise customary conditions to the parties’ obligations to complete the offer and the merger, including the commitment by Microsemi to obtain applicable regulatory clearances and assume the risks related to certain conditions and requirements that may be imposed by regulators in connection with securing such clearance, in addition to the absence of a financing condition;

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the requirement that consummation of the offer is conditioned on the satisfaction of the minimum tender condition which, if satisfied, would demonstrate strong support for the offer and the merger by holders of PMC common stock;

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PMC’s ability to seek to specifically enforce Microsemi’s obligations under the merger agreement, including Microsemi’s obligations to consummate the offer and the merger;

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that the Offeror is required to extend the offer beyond the initial expiration date if any condition to consummation of the offer is not satisfied and has not been waived, until 11:59 p.m. New York City time on March 31, 2016, as described under the heading “Exchange Offer Procedures — Extension, Termination and Amendment of Offer”;

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•

PMC’s ability to seek damages in the event of fraud or a knowing and intentional breach by Microsemi of its obligations under the merger agreement;

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PMC’s ability, under certain limited circumstances, to furnish information to, and conduct negotiations with, third parties regarding an acquisition proposal that is, or would reasonably be expected to lead to, a superior proposal;

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PMC’s ability, subject to certain conditions, to terminate the merger agreement in order to accept a superior proposal, subject to paying or causing to be paid to Microsemi the termination fee of  $88.5 million and repaying to Microsemi the termination fee of  $88.5 million previously paid to Skyworks to terminate the amended and restated merger agreement with Skyworks. The board of directors of PMC determined, after discussion with its legal and financial advisors, that the proposed termination fee was reasonable in light of, among other things:

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the benefits of the merger to PMC’s stockholders;

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the multiple proposals and counter-proposals made by each of Skyworks and Microsemi since the original merger agreement with Skyworks on October 5, 2015, and that no other potentially interested party engaged during the period after PMC’s entry into the original merger agreement with Skyworks on October 5, 2015, and the time PMC entered into the merger agreement with Microsemi on November 24, 2015;

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the typical size of such fees in similar transactions; and

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the belief that a fee of such size would not preclude or unreasonably restrict the emergence of alternative transaction proposals;

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the ability of the board of directors of PMC, subject to certain conditions, to change its recommendation supporting the merger in response to an intervening event, regardless of the existence of a competing or superior acquisition proposal, to the extent the board of directors of PMC determines that such action is necessary to comply with its fiduciary duties to PMC’s stockholders under applicable law;

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the customary nature of the other representations, warranties and covenants of PMC in the merger agreement; and

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the fact that the financial and other terms and conditions of the merger agreement minimize, to the extent reasonably practical, the risk that a condition to closing of the offer or the merger would not be satisfied and also provide a reasonable level of flexibility to operate PMC’s business during the pendency of the merger;

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the fact that PMC conducted a thorough process of exploring its strategic alternatives stretching over fourteen months, during which time PMC and its representatives discussed potential interest in a strategic transaction involving PMC with twelve different strategic and financial buyers, Party A, Party B, Party C, Party D, Party E, Party F, Party G, Party H, Party I, Party J, Microsemi and Skyworks, and entered into confidentiality agreements and provided other non-public information to seven of those potential acquirers, Party A, Party C, Party H, Party I, Party J, Microsemi and Skyworks, three of which, Party C, Microsemi and Skyworks, ultimately conducted full legal and financial due diligence investigations and submitted formal proposals, and two of which, Skyworks and Microsemi, entered into definitive agreements with PMC;

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after lengthy meetings with management, the board of directors of PMC’s consideration of PMC’s business, strategy, assets, financial condition, capital requirements, results of operations, competitive position and historical and projected financial performance, and the nature of the industry and regulatory environment in which PMC competes, and related risks and upside potential and the potential impact of those factors on the trading price of PMC common stock (which cannot be quantified numerically);

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•

the risks and uncertainties associated with maintaining PMC’s existence as an independent company and the opportunities presented by the merger, including the risks and uncertainties with respect to:

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achieving its growth plans in light of the current and foreseeable market conditions, including the risks and uncertainties in the U.S. and global economy generally and the high-performance storage and semiconductor industries specifically;

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the “risk factors” set forth in PMC’s Form 10-K for the fiscal year ended December 27, 2014 and subsequent reports filed with the SEC; and

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the inherent uncertainty of attaining management’s internal financial projections, including those set forth under the heading “The Offer and The Merger — Certain Unaudited Prospective Financial Information of PMC,” including the fact that PMC’s actual financial results in future periods could differ materially and adversely from the projected results;

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the negotiation process with Skyworks and Microsemi, which was conducted at arm’s length, and the fact that PMC’s senior management and its legal and financial advisors were directly involved throughout the negotiations and updated the board of directors of PMC directly and regularly; and

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the availability of appraisal rights under Delaware law to holders of PMC common stock who do not tender their shares in the offer and comply with all of the required procedures under Delaware law, which provides those eligible stockholders with an opportunity to have a Delaware court determine the fair value of their shares, which may be more than, less than, or the same as the amount such stockholders would have received under the merger agreement.

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The board of directors of PMC also considered a variety of potentially negative factors in its deliberations concerning the merger agreement, the offer and the merger, including the following (not in any relative order of importance):

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the fact that the transaction is not all cash, which precludes PMC’s stockholders from enjoying certainty of value for their shares of PMC common stock;

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capital markets broadly, and semiconductor stocks specifically, have been highly volatile recently due to concerns about recent earnings results and outlook, slowing global economic growth, rising interest rates, and geopolitical uncertainties, which may result in fluctuations in the value of the portion of the consideration to PMC’s stockholders to be paid in Microsemi stock;

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the risks and costs to PMC if the merger does not close, including the diversion of management and employee attention, potential employee attrition and the potential effect on business and customer relationships;

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that PMC is obligated to pay Microsemi a termination fee of  $88.5 million in addition to repaying Microsemi the termination fee it has paid to Skyworks, on behalf of PMC, of  $88.5 million if the merger agreement is terminated under certain circumstances, and, in certain other circumstances, reimburse potentially up to $15 million in expenses, which the board of directors of PMC believed, after consulting with its legal and financial advisors, would not preclude competing offers following the announcement of the transaction;

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that the merger is conditioned on the receipt of regulatory approvals and clearances, including the expiration or termination of the waiting period under the HSR Act, and, therefore, the merger may not be completed in a timely manner or at all;

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the risk that the offer or the merger may not be consummated despite the parties’ efforts or that consummation may be unduly delayed, even if the minimum condition is satisfied, including the possibility that conditions to the parties’ obligations to complete the offer or the merger may not be satisfied and the potential resulting disruptions to PMC’s business;

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the fact that an insufficient number of holders of shares of PMC common stock may tender into the offer to satisfy the minimum condition;

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the risk that the debt financing contemplated by the debt commitment letter may not be obtained, resulting in Microsemi not having sufficient funds to complete the merger;

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the risks associated with the amount of indebtedness that Microsemi would incur in connection with the offer and the merger;

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the merger agreement’s restrictions on the conduct of PMC’s business prior to the completion of the merger, generally requiring PMC to conduct its business only in the ordinary course, subject to specific limitations, which may delay or prevent PMC from undertaking business opportunities that may arise pending completion of the merger;

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the fact that PMC is prohibited from paying dividends or making stock repurchases prior to the consummation of the merger;

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the fact that PMC’s executive officers and directors may have interests in the transactions contemplated by the merger agreement that are different from, or in addition to, those of PMC’s other stockholders, and the risk that these interests might influence their decision with respect to the transactions contemplated by the merger agreement, as more fully described under the heading “The Offer and the Merger — Interests of Certain Persons in the Offer and Merger — Other Arrangements with Executive Officers”;

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the fact that PMC has incurred and will continue to incur significant transaction costs and expenses in connection with the proposed transaction, regardless of whether the merger is consummated;

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the fact that the receipt of a combination of cash and Microsemi stock in exchange for shares of PMC common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes; and

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the risk that the cash offered by Skyworks may have a higher notional value at closing than the cash and stock offered by Microsemi, depending upon the performance of Microsemi’s common stock.

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After considering the foregoing potentially positive and potentially negative factors, the board of directors of PMC concluded that the potential benefits of the merger agreement, the offer and the merger outweighed the risks and other potentially negative factors associated with the merger agreement, the offer and the merger.

The foregoing discussion of the information and factors considered by the board of directors of PMC is not intended to be exhaustive, but includes the material factors considered by the board of directors of PMC. In view of the variety of factors considered in connection with its evaluation of the offer, the merger and the merger agreement, the board of directors of PMC did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. In addition, individual directors may have given different weights to different factors. The board of directors of PMC did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The board of directors of PMC based its recommendation on the totality of the information presented.

For the reasons described above, and in light of other factors that they believed were appropriate, the board of directors of PMC approved the merger agreement and the transactions contemplated thereby, including the offer and the merger, and recommends that PMC’s stockholders tender their shares of PMC common stock pursuant to the offer.

Opinions of PMC’s Financial Advisors

Opinion of Qatalyst Partners LP

PMC retained Qatalyst Partners to act as a financial advisor to the board of directors of PMC in connection with a potential transaction such as the offer and the merger and to evaluate whether the transaction consideration to be received by the holders of the shares of PMC common stock, other than Microsemi or any affiliates of Microsemi, pursuant to the merger agreement was fair, from a financial point

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of view, to such holders. PMC selected Qatalyst Partners to act as its financial advisor based on Qatalyst Partners’ qualifications, expertise, reputation and knowledge of the business and affairs of PMC and the industry in which it operates. Qatalyst Partners has provided its written consent to the reproduction of the Qatalyst Partners’ opinion in this document. At the meeting of the board of directors of PMC on November 23, 2015, Qatalyst Partners rendered its oral opinion, subsequently confirmed in writing, that, as of such date and based upon and subject to the considerations, limitations and other matters set forth therein, the consideration of  $9.22 in cash and 0.0771 shares of Microsemi common stock per share of PMC common stock to be received by the holders of the shares of PMC common stock, other than Microsemi or any affiliates of Microsemi, pursuant to the merger agreement was fair, from a financial point of view, to such holders. Qatalyst Partners delivered its written opinion, dated November 23, 2015, to the board of directors of PMC following the meeting of the board of directors of PMC.

The full text of Qatalyst Partners’ written opinion, dated November 23, 2015 to the board of directors of PMC is attached as Annex B and is incorporated by reference herein. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications of the review undertaken by Qatalyst Partners in rendering its opinion. You should read the opinion carefully in its entirety. Qatalyst Partners’ opinion was provided to the board of directors of PMC and addresses only, as of the date of the opinion, the fairness, from a financial point of view, of the consideration of $9.22 in cash and 0.0771 shares of Microsemi common stock per share of PMC common stock to be received by the holders of the shares of PMC common stock, other than Microsemi or any affiliates of Microsemi, pursuant to the merger agreement, and it does not address any other aspect of the offer or the merger. It does not constitute a recommendation as to whether any holder of shares of PMC common stock should tender such shares of PMC common stock in connection with the offer or any other matter and does not in any manner address the price at which the shares of PMC common stock or Microsemi’s common stock will trade at any time. The summary of Qatalyst Partners’ opinion set forth herein is qualified in its entirety by reference to the full text of the opinion.

In arriving at its opinion, Qatalyst Partners reviewed the merger agreement, certain related documents, and certain publicly available financial statements and other business and financial information of PMC and Microsemi. Qatalyst Partners also reviewed (i) certain forward-looking information prepared by PMC’s management, including the financial projections by PMC’s management included below under the heading “Certain Unaudited Prospective Financial Information of PMC;” (ii) certain forward-looking information prepared by the management of Microsemi, including financial projections and operating data of Microsemi (referred to in this “Opinion of Qatalyst Partners LP” section as the “Microsemi Projections”); (iii) certain publicly available financial projections and operating data of Microsemi, including publicly available research analysts’ estimates (referred to in this “Opinion of Qatalyst Partners LP” section as the “Microsemi Street Projections”); and (iv) information relating to certain strategic, financial and operational benefits anticipated from the offer and the merger prepared by the management of Microsemi, as adjusted by the management of PMC (referred to in this “Opinion of Qatalyst Partners LP” section as the “Synergies”). Based upon the judgment of the board of directors of PMC and management of PMC that the Case I projections reflected the results that were more likely to be achieved, the board of directors of PMC instructed Qatalyst Partners to use the Case I projections (referred to in this “Opinion of Qatalyst Partners LP” section as the “PMC Projections”) as the basis for its financial analyses in connection with its opinion as to the fairness, from a financial point of view, of the consideration payable in the merger to the holders of the shares of PMC common stock (other than Microsemi or any affiliates of Microsemi). Additionally, Qatalyst Partners discussed the past and current operations and financial condition and the prospects of PMC and Microsemi, including information relating to certain strategic, financial and operational benefits anticipated from the offer and the merger, with senior executives of PMC and Microsemi. Qatalyst Partners also reviewed the historical market prices and trading activity for PMC’s common stock and Microsemi’s common stock and compared the financial performance of PMC and Microsemi and the prices and trading activity of PMC’s common stock and Microsemi’s common stock with that of certain other selected publicly-traded companies and their securities. In addition, Qatalyst Partners reviewed the financial terms, to the extent publicly available, of selected acquisition transactions and performed such other analyses, reviewed such other information and considered such other factors as Qatalyst Partners deemed appropriate.

In arriving at its opinion, Qatalyst Partners assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or

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otherwise made available to, or discussed with, Qatalyst Partners by PMC and Microsemi. With respect to the PMC Projections, Qatalyst Partners was advised by management of PMC, and Qatalyst Partners assumed, that the PMC Projections had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of PMC of the future financial performance of PMC and other matters covered thereby. With respect to the Microsemi Projections, Qatalyst Partners was advised by the management of Microsemi, and Qatalyst Partners assumed, that the Microsemi Projections had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Microsemi of the future financial performance of Microsemi. With respect to the Microsemi Street Projections, Qatalyst Partners was advised by the management of PMC, and Qatalyst Partners assumed, that the Microsemi Street Projections reflected the best currently available estimates and judgments of the management of PMC of the future financial performance of Microsemi. With respect to the Synergies, Qatalyst Partners was advised by the management of PMC, and Qatalyst Partners assumed, that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of PMC relating to the strategic, financial and operational benefits anticipated from the offer and the merger. Qatalyst Partners assumed that the offer and the merger will be consummated in accordance with the terms set forth in the merger agreement, without any modification, waiver or delay. In addition, Qatalyst Partners assumed, that in connection with the receipt of all the necessary approvals of the offer and the merger, no delays, limitations, conditions or restrictions will be imposed that could have an adverse effect on PMC, Microsemi or the contemplated benefits expected to be derived in the offer and the merger. Qatalyst Partners did not make any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of PMC or Microsemi, nor was Qatalyst Partners furnished with any such evaluation or appraisal. In addition, Qatalyst Partners relied, without independent verification, upon the assessment of the managements of PMC and Microsemi as to (i) the existing and future technology and products of PMC and Microsemi and the risks associated with such technology and products; (ii) their ability to integrate the businesses of PMC and Microsemi; and (iii) their ability to retain key employees of PMC and Microsemi. Qatalyst Partners’ opinion has been approved by Qatalyst Partners’ opinion committee in accordance with its customary practice.

Qatalyst Partners’ opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, the date of the opinion. Events occurring after the date of the opinion may affect Qatalyst Partners’ opinion and the assumptions used in preparing it, and Qatalyst Partners has not assumed any obligation to update, revise or reaffirm its opinion. Qatalyst Partners’ opinion does not address the underlying business decision of PMC to engage in the offer or the merger, or the relative merits of the offer or the merger as compared to any strategic alternatives that may be available to PMC. Qatalyst Partners’ opinion is limited to the fairness, from a financial point of view, of the consideration of  $9.22 in cash and 0.0771 shares of Microsemi common stock per share of PMC common stock to be received by the holders of the shares of PMC common stock, other than Microsemi or any affiliates of Microsemi, pursuant to the merger agreement, and Qatalyst Partners expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of the officers, directors or employees of Microsemi or PMC, or any class of such persons, relative to such consideration.

The following is a brief summary of the material analyses performed by Qatalyst Partners in connection with its opinion dated November 23, 2015. The analyses and factors described below must be considered as a whole; considering any portion of such analyses or factors, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Qatalyst Partners’ opinion. For purposes of its analyses, Qatalyst Partners utilized both the consensus of third-party research analysts’ projections of the future financial performance of PMC as of November 20, 2015 (referred to in this “Opinion of Qatalyst Partners LP” section as the “Analyst Projections”) and the PMC Projections. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by Qatalyst Partners, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Qatalyst Partners’ financial analyses.

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Illustrative Discounted Cash Flow Analysis

Qatalyst Partners performed an illustrative discounted cash flow (referred to in this “Opinion of Qatalyst Partners LP” section as “DCF”) analysis, which is designed to imply a potential, present value per share of PMC common stock as of September 26, 2015 by:

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adding:

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the implied net present value of the estimated future unlevered free cash flows of PMC, as set forth in the PMC Projections, for the fourth quarter of fiscal year 2015 through fiscal year 2020 (which implied present value was calculated by using a range of discount rates of 10.0% to 13.0%, based on an estimated weighted average cost of capital);

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the implied net present value of a corresponding terminal value of PMC, calculated by multiplying PMC’s estimated net operating profit after taxes (referred to in this “Opinion of Qatalyst Partners LP” section as “NOPAT”) in fiscal year 2021, based on the PMC Projections, by a range of multiples of fully-diluted enterprise value to next-twelve-months NOPAT multiples of 9.0x to 16.0x, and discounted to present value using the same range of discount rates used in the calculation of the implied net present value of the estimated future unlevered free cash flows of PMC described above;

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the estimated cash balance, net of the estimated debt outstanding, of PMC as of September 26, 2015, as provided by PMC’s management;

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applying a dilution factor of approximately 13% to reflect the dilution to current stockholders, assuming no buybacks, over the projection period due to the effect of future equity award issuances projected by PMC’s management; and

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dividing the resulting amount by the number of fully-diluted shares of PMC common stock outstanding, adjusted for shares of PMC common stock issuable upon exchange or retraction of outstanding PMC-Sierra, Ltd. special shares, PMC RSUs, PMC PRSUs and PMC stock options outstanding (assuming treasury stock method), as provided by PMC’s management as of September 26, 2015.

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Based on the calculations set forth above, this analysis implied a range of values for PMC’s common stock of approximately $8.78 to $13.59 per share. Qatalyst Partners noted that the implied value of the consideration to be received by holders of the shares of PMC’s common stock pursuant to the merger agreement was $12.05 per share, based on Microsemi’s closing stock price on November 20, 2015.

Illustrative Selected Companies Analysis

Qatalyst Partners compared selected financial information and public market multiples for PMC with publicly available information and public market multiples for selected companies. The companies used in this comparison included companies listed below which were selected from publicly traded companies in the semiconductor industry by Qatalyst Partners based on its professional judgment, which included such factors as companies participating in similar lines of businesses to PMC, having similar financial performance, or having other relevant or similar characteristics.

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(1)

Calculated using the closing stock price of EZchip Semiconductor Ltd. on September 29, 2015, the date prior to the announcement of its proposed acquisition by Mellanox Technologies, Ltd.

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Based upon research analyst consensus estimates for fiscal year 2016, and using the closing prices as of November 20, 2015 for shares of the selected companies (except that Qatalyst Partners used the closing stock price of EZchip Semiconductor Ltd. on September 29, 2015, the date prior to the announcement of its proposed acquisition by Mellanox Technologies, Ltd.), Qatalyst Partners calculated, among other things, the ratio of price to earnings per share for fiscal year 2016 (the “CY2016E P/E Multiples”) for each of the selected companies. The median CY2016E P/E Multiple among companies analyzed was 14.7x and the mean was 16.2x. The CY2016E P/E Multiple for PMC was 10.2x based on the Analyst Projections using PMC’s closing share price on September 30, 2015, which represented the last closing stock price of PMC prior to the appearance of a Bloomberg article speculating that PMC had hired a financial advisor to seek a sale of PMC.

Based on an analysis of the CY2016E P/E Multiples for the selected companies, Qatalyst Partners selected a representative range of 10.0x to 16.0x and applied this range to PMC’s estimated fiscal year 2016 per share earnings based on each of the PMC Projections and the Analyst Projections. This analysis implied a range of values for PMC’s common stock of approximately $7.04 to $11.27 per share based on the PMC Projections and approximately $6.64 to $10.63 per share based on the Analyst Projections. Qatalyst Partners noted that the implied value of the consideration to be received by holders of the shares of PMC’s common stock pursuant to the merger agreement was $12.05 per share, based on Microsemi’s closing stock price on November 20, 2015.

No company included in the selected companies analysis is identical to PMC. In evaluating the selected companies, Qatalyst Partners made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters. Many of these matters are beyond the control of PMC, such as the impact of competition on the business of PMC and the industry in general, industry growth and the absence of any material adverse change in the financial condition and prospects of PMC or the industry or in the financial markets in general. Mathematical analysis, such as determining the arithmetic mean, median, or the high or low, is not in itself a meaningful method of using selected company data.

Illustrative Selected Transactions Analysis

Qatalyst Partners compared thirty-two selected public company transactions involving companies in the semiconductor industry announced between September 2006 and November 2015, including transactions involving companies participating in similar lines of businesses to PMC, having similar financial performance, or having other relevant or similar characteristics. These transactions are listed below:

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For each of the transactions listed above, Qatalyst Partners reviewed, among other things, the implied fully-diluted enterprise value of the target company as a multiple of analyst estimates of the next-twelve-months revenue of the target company, the median of which was 2.4x and the mean of which

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was 3.0x. Based on the analysis of such metrics for the transactions noted above, Qatalyst Partners selected a representative range of 2.0x to 3.5x applied to PMC’s estimated next-twelve-months revenue (calculated as the four quarters ending on September 26, 2016 and based on the Analyst Projections). Based on the calculations set forth above, then adding the net cash of PMC as of October 23, 2015 and then dividing the resulting amount by the fully-diluted shares of PMC’s common stock outstanding adjusted for shares of PMC’s common stock issuable upon exchange or retraction of outstanding PMC-Sierra, Ltd. special shares, PMC RSUs, PMC PRSUs and PMC stock options outstanding (assuming treasury stock method), as provided by PMC’s management as of October 22, 2015, this analysis implied a range of values for PMC’s common stock of approximately $6.59 to $10.45 per share. Qatalyst Partners noted that the implied value of the consideration to be received by holders of the shares of PMC’s common stock pursuant to the merger agreement was $12.05 per share, based on Microsemi’s closing stock price on November 20, 2015.

For each of the transactions listed above, Qatalyst Partners also reviewed the price per share paid for the target company as a multiple of analyst estimates of the next-twelve-months earnings per share of the target company, the median of which was 22.3x and the mean of which was 23.5x. Based on the analysis of such metrics for the transactions noted above, Qatalyst Partners selected a representative range of 16.0x to 26.0x applied to PMC’s estimated next-twelve-months earnings (calculated as the four quarters ending on September 26, 2016 and based on the Analyst Projections). Based on the calculations set forth above, this analysis implied a range of values for PMC’s common stock of approximately $10.32 to $16.77. Qatalyst Partners noted that the implied value of the consideration to be received by holders of the shares of PMC’s common stock pursuant to the merger agreement was $12.05 per share, based on Microsemi’s closing stock price on November 20, 2015.

No company or transaction utilized in the selected transactions analysis is identical to PMC, the offer or the merger. In evaluating the selected transactions, Qatalyst Partners made judgments and assumptions with regard to general business, market and financial conditions and other matters, many of which are beyond the control of PMC, such as the impact of competition on the business of PMC or the industry generally, industry growth and the absence of any material adverse change in the financial condition of PMC or the industry or in the financial markets in general, which could affect the public trading value of the companies and the aggregate value of the transactions to which they are being compared. Because of the unique circumstances of each of these transactions and the offer and the merger, Qatalyst Partners cautioned against placing undue reliance on this information.

Miscellaneous

In connection with the review of the offer and the merger by the board of directors of PMC, Qatalyst Partners performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily amenable to a partial analysis or summary description. In arriving at its opinion, Qatalyst Partners considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Qatalyst Partners believes that selecting any portion of its analyses, without considering all analyses as a whole, could create a misleading or incomplete view of the process underlying its analyses and opinion. In addition, Qatalyst Partners may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Qatalyst Partners’ view of the actual value of PMC. In performing its analyses, Qatalyst Partners made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of PMC. Any estimates contained in Qatalyst Partners’ analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Qatalyst Partners conducted the analyses described above solely as part of its analysis of the fairness, from a financial point of view, of the consideration of  $9.22 in cash and 0.0771 shares of Microsemi common stock per share of PMC common stock to be received by the holders of the shares of PMC common stock, other than Microsemi or any affiliates of Microsemi, pursuant to the merger agreement, and in connection with the delivery of its opinion to the board of directors of PMC. These analyses do not purport to be appraisals or to reflect the price at which PMC common stock might actually trade.

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Qatalyst Partners’ opinion and its presentation to the board of directors of PMC was one of many factors considered by the board of directors of PMC in deciding to approve the merger agreement. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the board of directors of PMC with respect to the consideration of  $9.22 in cash and 0.0771 shares of Microsemi common stock per share of PMC common stock to be received by PMC’s stockholders pursuant to the offer and the merger or of whether the board of directors of PMC would have been willing to agree to a different consideration. The consideration of  $9.22 in cash and 0.0771 shares of Microsemi common stock per share of PMC common stock was determined through arm’s-length negotiations between PMC and Microsemi and was approved by the board of directors of PMC. Qatalyst Partners provided advice to PMC during these negotiations. Qatalyst Partners did not, however, recommend any specific consideration to PMC or that any specific consideration constituted the only appropriate consideration for the offer and the merger.

Qatalyst Partners provides investment banking and other services to a wide range of corporations and individuals, domestically and offshore, from which conflicting interests or duties may arise. In the ordinary course of these activities, affiliates of Qatalyst Partners may at any time hold long or short positions, and may trade or otherwise effect transactions in debt or equity securities or loans of PMC, Microsemi or certain of their respective affiliates. During the two year period prior to November 23, 2015, the date of Qatalyst Partners’ written opinion, no material relationship existed between Qatalyst Partners or any of its affiliates and PMC or Microsemi pursuant to which compensation was received by Qatalyst Partners or its affiliates. Qatalyst Partners and/or its affiliates may in the future provide investment banking and other financial services to PMC or Microsemi or any of their respective affiliates for which it would expect to receive compensation.

Under the terms of its engagement letter, Qatalyst Partners provided PMC with financial advisory services in connection with the proposed offer and the merger for which it will be paid approximately $32 million (provided that the final actual fee will be, in part, based on an average of the closing price of Microsemi’s common stock over ten trading days up to and including the second trading day immediately preceding the closing of the offer), $100,000 of which was payable upon the execution of its engagement letter, $1 million of which was payable upon delivery of its opinion dated October 5, 2015, $1 million of which was payable upon delivery of its opinion dated October 29, 2015, $1 million of which was payable upon delivery of its opinion dated November 23, 2015, and the remaining portion of which will be paid upon, and subject to, the closing of the offer. PMC has also agreed to indemnify Qatalyst Partners and its affiliates, their respective members, directors, officers, partners, agents and employees and any person controlling Qatalyst Partners or any of its affiliates against certain liabilities, including liabilities under the federal securities laws, and expenses related to or arising out of Qatalyst Partners’ engagement.

Opinion of Needham & Company, LLC

PMC retained Needham & Company as a financial advisor in connection with a proposed merger and to render an opinion as to the fairness, from a financial point of view, to the holders of the shares of PMC common stock (other than Microsemi or any of its affiliates and other than holders who have properly demanded appraisal rights) of the consideration to be received by those holders pursuant to the merger agreement. Needham & Company was not authorized to, and did not, solicit third party indications of interest in acquiring all or any part of PMC or any alternative transaction. In addition, Needham & Company was not requested to, and did not, participate in the structuring or negotiation of the terms of the offer or the merger.

On November 23, 2015, Needham & Company delivered its oral opinion, which it subsequently confirmed in writing, to the board of directors of PMC that, as of that date and based upon and subject to the assumptions and other matters described in the written opinion, the consideration of  $9.22 in cash and 0.0771 of a share of Microsemi common stock per share (referred to in this “Opinion of Needham & Company, LLC” section as the “transaction consideration”) to be received by the holders of PMC common stock (other than Microsemi or any of its affiliates and other than holders who have properly demanded appraisal rights) pursuant to the merger agreement was fair, from a financial point of view, to those holders. Needham & Company provided its opinion for the information and assistance of the board of directors of PMC in connection with and for the purpose of the board of directors of PMC’s evaluation of the transactions contemplated by the merger agreement. Needham & Company’s opinion relates only to the fairness, from a

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financial point of view, to the holders of PMC common stock (other than Microsemi or any of its affiliates and other than holders who have properly demanded appraisal rights) of the transaction consideration, which was determined through arm’s length negotiations between PMC and Microsemi and not by Needham & Company. Needham & Company’s opinion does not address any other aspect of the offer, the merger or any related transaction and does not constitute a recommendation as to whether or not any holder of shares of PMC common stock should tender such shares of PMC common stock in connection with the offer or vote or act on any matter relating to the offer or the merger.

The full text of Needham & Company’s opinion, dated November 23, 2015, which sets forth the assumptions made, procedures followed, matters considered, and qualifications and limitations on and scope of the review undertaken by Needham & Company, is attached to as Annex C and is incorporated by reference herein. The summary of Needham & Company’s opinion set forth below is qualified in its entirety by reference to the full text of the opinion. You should read this opinion carefully and in its entirety.

In arriving at its opinion, Needham & Company, among other things:

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reviewed a draft of the merger agreement dated November 17, 2015;

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reviewed certain publicly available information concerning PMC and Microsemi and certain other relevant financial and operating data of PMC and Microsemi furnished to Needham & Company by PMC and Microsemi;

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reviewed the historical stock prices and trading volumes of PMC common stock and Microsemi common stock;

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held discussions with members of management of PMC and Microsemi concerning current operations of and future business prospects for PMC and Microsemi and joint prospects for the combined companies, including the potential cost savings and other synergies that may be achieved by the combined companies;

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reviewed certain financial forecasts with respect to PMC and Microsemi prepared by the respective managements of PMC and Microsemi and held discussions with members of such managements concerning those forecasts;

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reviewed certain research analyst projections with respect to PMC and Microsemi and held discussions with members of respective managements of PMC and Microsemi concerning those projections;

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compared certain publicly available financial data of companies whose securities are traded in the public markets and that Needham & Company deemed generally relevant to similar data for PMC and Microsemi;

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reviewed the financial terms of certain business combinations that Needham & Company deemed generally relevant; and

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reviewed such other financial studies and analyses and considered such other matters as Needham & Company deemed appropriate.

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In connection with its review and in arriving at its opinion, Needham & Company assumed and relied on the accuracy and completeness of all of the financial, accounting, legal, tax and other information discussed with or reviewed by it for purposes of its opinion and did not independently verify, nor did Needham & Company assume responsibility for independent verification of, any of that information. Needham & Company assumed the accuracy of the representations and warranties contained in the merger agreement and all related agreements. In addition, Needham & Company assumed that the offer and the merger will be consummated on the terms and subject to the conditions set forth in the draft merger agreement furnished to Needham & Company without waiver, modification or amendment of any material term, condition or agreement of that agreement and that, in the course of obtaining the necessary regulatory or third party approvals, consents and releases for the offer and the merger, no delay, limitation, restriction or condition will be imposed that would have an adverse effect on PMC, Microsemi or the contemplated benefits of the offer and the merger. Needham & Company assumed that financial forecasts for PMC and Microsemi provided to Needham & Company by the respective managements of PMC and

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Microsemi, including the financial projections by PMC’s management described below under the heading “Certain Unaudited Prospective Financial Information of PMC,” were reasonably prepared on bases reflecting the best currently available estimates and judgments of such managements, at the time of preparation, of the future operating and financial performance of PMC, Microsemi and the combined companies. Based upon the judgment of the board of directors of PMC and management that the Case I projections described under “Certain Unaudited Prospective Financial Information of PMC” reflected the results that were more likely to be achieved, the board of directors of PMC instructed Qatalyst Partners and Needham & Company to use the Case I projections as the basis for their financial analyses in connection with their opinion as to the fairness, from a financial point of view, of the transaction consideration payable in the offer and the merger to the holders of PMC common stock (other than the holders of certain excluded shares described above). Needham & Company relied, without independent verification, on the estimates of management of PMC and Microsemi of the potential cost savings and other synergies, including the amount and timing thereof, that may be achieved as a result of the offer and the merger. Needham & Company also assumed, based on discussions with the respective managements of PMC and Microsemi, that the research analyst projections for PMC and Microsemi represent reasonable estimates of the future financial performance of PMC and Microsemi. Needham & Company expressed no opinion with respect to any of those forecasts (including cost savings and other synergies), estimates or projections or the assumptions on which they were based.

Needham & Company did not assume any responsibility for or make or obtain any independent evaluation, appraisal or physical inspection of the assets or liabilities of PMC, Microsemi or any of their respective subsidiaries nor did Needham & Company evaluate the solvency or fair value of PMC, Microsemi or any of their respective subsidiaries under any state or federal laws relating to bankruptcy, insolvency or similar matters. Needham & Company’s opinion states that it was based on economic, monetary and market conditions as they existed and could be evaluated as of its date, and Needham & Company assumed no responsibility to update or revise its opinion based upon circumstances and events occurring after its date. Needham & Company’s opinion is limited to the fairness, from a financial point of view, to the holders of PMC common stock (other than Microsemi or any of its affiliates and other than holders who have properly demanded appraisal rights) of the transaction consideration to be received by those holders pursuant to the merger agreement and Needham & Company expressed no opinion as to the fairness of the offer or the merger to, or any consideration received in connection with the offer or the merger by, the holders of any other class of securities, creditors or other constituencies of PMC, or as to PMC’s underlying business decision to engage in the offer and the merger or the relative merits of the offer and the merger as compared to other business strategies that might be available to PMC. In addition, Needham & Company expressed no opinion with respect to the amount or nature or any other aspect of any compensation payable to or to be received by any officers, directors or employees of any party to the offer and the merger, or any class of those persons, relative to the transaction consideration to be received by the holders of the shares of PMC common stock pursuant to the merger agreement or with respect to the fairness of any such compensation. Needham & Company expressed no opinion as to the value of Microsemi common stock if and when issued pursuant to the offer and the merger or the prices at which Microsemi common stock or PMC common stock will actually trade at any time.

PMC imposed no limitations on Needham & Company with respect to the investigations made or procedures followed by Needham & Company in rendering its opinion.

In preparing its opinion, Needham & Company performed a variety of financial and comparative analyses. The following paragraphs summarize the material financial analyses performed by Needham & Company in arriving at its opinion. As described above, Needham & Company used PMC’s management’s Case I projections as the basis for its financial analyses in connection with its opinion. The order of analyses described does not represent relative importance or weight given to those analyses by Needham & Company. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by Needham & Company, the tables must be read together with the full text of each summary. The following quantitative information, to the extent it is based on market data, is, except as otherwise indicated, based on market data as they existed on or prior to November 23, 2015, and is not necessarily indicative of current or future market conditions.

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PMC Selected Companies Analysis

Using publicly available information, Needham & Company compared selected historical and projected financial and market data ratios for PMC to the corresponding data and ratios of publicly traded companies that Needham & Company deemed generally relevant because they have lines of business that may be considered similar to PMC’s lines of business because they provide similar products or are semiconductor companies with comparable financial profiles. These companies, referred to as the “Selected Companies,” consisted of the following:

Applied Micro Circuits Corporation
Avago Technologies Limited
Exar Corporation
Inphi Corporation
Maxim Integrated Products, Inc.
QLogic Corporation
Semtech Corporation
Texas Instruments Incorporated

The following tables set forth information concerning the following multiples for the Selected Companies and for PMC implied by the merger:

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enterprise value as a multiple of last 12 months, or LTM, revenues;

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enterprise value as a multiple of projected calendar year, or CY, 2015, 2016 and 2017 revenues;

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enterprise value as a multiple of LTM adjusted earnings before interest, taxes, depreciation and amortization, or adjusted EBITDA;

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enterprise value as a multiple of projected CY 2015, 2016 and 2017 adjusted EBITDA;

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price as a multiple of LTM adjusted earnings per share, or EPS; and

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price as a multiple of projected CY 2015, 2016 and 2017 adjusted EPS.

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Needham & Company calculated multiples for the Selected Companies using consensus research analyst projections and the closing stock prices for the Selected Companies on November 23, 2015. Needham & Company calculated multiples for PMC based on the transaction consideration for two cases, one using PMC’s management’s Case I projections, referred to in the tables below as “target case,” and the other using consensus research analyst projections, referred to in the tables below as “street case.” Needham & Company calculated multiples for PMC using a transaction consideration value of  $12.01 per share of PMC common stock, reflecting $9.22 in cash and 0.0771 of a share of Microsemi common stock at the November 23, 2015 closing price of Microsemi common stock of  $36.21 per share.

All financial information used in the PMC Selected Companies Analysis, as well as in the Selected Transactions Analysis, Discounted Cash Flow Analysis and Microsemi Selected Companies Analysis described below, excluded the impact of non-recurring items. Adjusted EBITDA and forward-looking adjusted EPS amounts used in those analyses as well as in the Pro Forma Transaction Analysis described below also excluded the impact of stock-based compensation expense.

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Selected Transactions Analysis

Needham & Company reviewed publicly available financial information for the following selected merger and acquisition transactions, which represent all of the transactions completed since January 1, 2012 that involved target companies that were publicly traded U.S. semiconductor companies: