Microsemi Corporation Provides Acquisition and Business Updates; Announces the Expiration of the HSR Waiting Period

ALISO VIEJO, Calif., --Jan. 11, 2016 -- Microsemi Corporation (Nasdaq: MSCC) ("Microsemi"), today announced that with the pricing of the $450 million senior notes offering, and its credit facility commitments, it has successfully obtained financing commitments to close the acquisition of PMC-Sierra. The current blended interest rate on transaction borrowings is approximately 5.4 percent with a projected debt to pro forma EBITDA of 4.5x. Subject to the completion of the exchange offer, Microsemi expects to close the acquisition on Friday, January 15, 2016.

"We are excited about this powerful strategic combination and the significant earnings potential that it will provide to our shareholders," said James J. Peterson, Microsemi's chairman and CEO. "The addition of PMC puts Microsemi into the top 10 of the analog mixed signal peer group, with close to $2 billion in pro forma revenues and over $600 million in pro forma EBITDA after synergies for the fiscal year ended September 2015."

The company reaffirmed the previously announced $100 million in expected synergies associated with the transaction, $75 million of which is expected to be realized in the first full quarter of the combined operations.

Business update
Microsemi today updated its revenue guidance for the first quarter of fiscal 2016. The company anticipates its first fiscal quarter revenue to be near the high end of Microsemi's revenue guidance it provided on November 5, 2015 as part of its fourth fiscal quarter earnings release. The company had previously guided a revenue range of $325 to $329 million. Microsemi expects to report its results on January 28, 2015 at 1:45 p.m. PST.

Expiration of HSR Waiting Period
The company also announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act") occurred at 11:59 p.m. EST on January 8, 2016, in connection with the previously announced merger agreement under which Microsemi will acquire PMC for $9.22 in cash and 0.0771 of a share of Microsemi common stock for each share of PMC common stock through an exchange offer followed by a merger of a wholly owned subsidiary of Microsemi with and into PMC.

The closing of the transaction remains subject to other customary closing conditions, including the effectiveness of Microsemi's Registration Statement on Form S-4, which was initially filed with the SEC on December 16, 2015 and as amended on January 4, 2016, and the tender of a majority of the outstanding shares of PMC common stock. Subject to the satisfaction of the other conditions to closing, the transaction is expected to close on January 15, 2016.

About Microsemi
Microsemi Corporation (Nasdaq: MSCC) offers a comprehensive portfolio of semiconductor and system solutions for communications, defense & security, aerospace and industrial markets. Products include high-performance and radiation-hardened analog mixed-signal integrated circuits, FPGAs, SoCs and ASICs; power management products; timing and synchronization devices and precise time solutions, setting the world's standard for time; voice processing devices; RF solutions; discrete components; security technologies and scalable anti-tamper products; Ethernet solutions; Power-over-Ethernet ICs and midspans; as well as custom design capabilities and services. Microsemi is headquartered in Aliso Viejo, Calif., and has approximately 3,600 employees globally. Learn more at www.microsemi.com.

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