ALISO VIEJO, Calif., April 28, 2015 -- Microsemi Corporation (Nasdaq:MSCC)("Microsemi"), a leading provider of semiconductor solutions differentiated by power, security, reliability and performance, announced today that its wholly-owned subsidiary LLIU100 Acquisition Corp. successfully completed its previously announced tender offer to purchase all outstanding shares of Vitesse Semiconductor Corporation (Nasdaq:VTSS) ("Vitesse") for $5.28 per share in cash. The tender offer expired at 12:00 midnight New York City time at the end of April 27, 2015. Microsemi expects to complete the acquisition of Vitesse later today through a merger under Section 251(h) of the General Corporation Law of the State of Delaware, with no vote of Vitesse's stockholders required to consummate the merger.
Based on information provided by Computershare, the depositary for the tender offer, as of the expiration of the tender offer, approximately 60,338,415 shares were validly tendered and not withdrawn in the tender offer, representing approximately 79.5 percent of the sum of (i) Vitesse's then outstanding shares plus (ii) (without duplication) a number equal to the number of Vitesse's shares issuable upon the vesting (including vesting solely as a result of the consummation of the tender offer), conversion, settlement or exercise of all then outstanding warrants, options, benefit plans, obligations or securities convertible or exchangeable into Vitesse shares, or other rights to acquire or be issued Vitesse shares, in each case, with an exercise or conversion price below $5.28 per share. Accordingly, the condition to the tender offer that there be validly tendered and not withdrawn at least a majority of the Vitesse shares described above, has been satisfied. As a result of the satisfaction of the foregoing condition and each of the other conditions to the tender offer, LLIU100 Acquisition Corp. has accepted for payment and will promptly pay for all validly tendered shares.
As a result of the merger planned to be effected later today, all remaining Vitesse shares (other than shares directly owned by Vitesse and its subsidiaries, Microsemi or LLIU100 Acquisition Corp. and shares held by stockholders that are entitled to and properly demand appraisal of such shares under Delaware law) will be converted into the right to receive $5.28 per share in cash, without interest and less any applicable withholding taxes, the same price that was paid in the tender offer. Immediately following completion of the merger, Vitesse shares will cease to be traded on Nasdaq.
Microsemi Corporation (Nasdaq: MSCC) offers a comprehensive portfolio of semiconductor and system solutions for communications, defense & security, aerospace and industrial markets. Products include high-performance and radiation-hardened analog mixed-signal integrated circuits, FPGAs, SoCs and ASICs; power management products; timing and synchronization devices and precise time solutions, setting the world's standard for time; voice processing devices; RF solutions; discrete components; security technologies and scalable anti-tamper products; Power-over-Ethernet ICs and midspans; as well as custom design capabilities and services. Microsemi is headquartered in Aliso Viejo, Calif., and has approximately 3,400 employees globally. Learn more at www.microsemi.com.