Microsemi Successfully Completes Symmetricom Tender Offer

ALISO VIEJO, Calif., Nov. 26, 2013 /PRNewswire/ -- Microsemi Corporation ("Microsemi") (Nasdaq: MSCC), a leading provider of semiconductor solutions differentiated by power, security, reliability and performance, announced today that its wholly-owned subsidiary, PETT Acquisition Corp., successfully completed its previously announced tender offer to purchase all outstanding shares of Symmetricom, Inc. ("Symmetricom") (Nasdaq: SYMM) for $7.18 per share in cash. The tender offer expired at 12 a.m. EST at the end of Nov. 25, 2013. Microsemi expects to complete the acquisition of Symmetricom later today through a merger under Section 251(h) of the General Corporation Law of the State of Delaware.

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Based on information provided by American Stock Transfer and Trust Company, LLC, the depositary for the tender offer, as of the expiration of the tender offer, approximately 32,567,791 million shares were validly tendered and not withdrawn in the tender offer, representing approximately 67.6 percent of the sum of (i) Symmetricom's then outstanding shares plus (ii) (without duplication) a number equal to the number of Symmetricom 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 Symmetricom shares, or other rights to acquire or be issued Symmetricom shares, in each case, with an exercise or conversion price below $7.18 per share. Accordingly, the condition to the tender offer that there be validly tendered and not withdrawn at least a majority of the Symmetricom shares described above, has been satisfied.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, PETT 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 Symmetricom shares (other than shares directly owned by Symmetricom and its subsidiaries, Microsemi or PETT 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 $7.18 per share in cash, without interest and less any applicable withholding taxes, the same price that was paid in the tender offer. Following completion of the merger, Symmetricom shares will cease to be traded on Nasdaq.

About Microsemi Corporation

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 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 3,000 employees globally. Learn more at www.microsemi.com.

Microsemi and the Microsemi logo are registered trademarks or service marks of Microsemi Corporation and/or its affiliates. Third-party trademarks and service marks mentioned herein are the property of their respective owners.

Microsemi Safe Harbor Statement

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: This release contains forward-looking statements based on current expectations or beliefs, as well as a number of assumptions about future events, and these statements are subject to factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The reader is cautioned not to put undue reliance on these forward-looking statements, which are not a guarantee of future performance and are subject to a number of uncertainties and other factors, many of which are outside the control of Microsemi. The forward-looking statements in this release address a variety of subjects including, for example, the expected date of closing of the acquisition, the potential benefits of the merger, including the potentially accretive and synergistic benefits, Microsemi's revenue and earnings guidance, and any other statements of belief or about the Microsemi's plans, beliefs or expectations. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the risk that Symmetricom's business will not be successfully integrated with Microsemi's business or complement its products, including product mix and acceptance, gross margins and operational and other cost synergies; costs associated with the merger, tender offer and financing; the unsuccessful completion of the tender offer; matters arising in connection with the parties' efforts to comply with and satisfy applicable regulatory approvals and closing conditions relating to the transaction; Microsemi's reliance on government contracts for a significant portion of its sales, including impacts of any termination or renegotiation of U.S. government contracts and the effects of past or future government shutdowns; increased competition and technological changes in the industries in which Microsemi and Symmetricom compete; Microsemi's failure to continue to move up the value chain in its customer offerings; continued negative or worsening worldwide economic conditions or market instability; downturns in the highly cyclical semiconductor industry; intense competition in the semiconductor industry and resultant downward price pressure; inability to develop new technologies and products to satisfy changes in customer demand or the development by the company's competitors of products that decrease the demand for Microsemi'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 the company's manufacturing yields; the concentration of the factories that service the semiconductor industry; delays in beginning production, implementing production techniques, resolving problems associated with technical equipment malfunctions, or issues related to government or customer qualification of facilities; potential effects of system outages; the effect of events such as natural disasters and related disruptions on our operations; inability by Microsemi 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; potential non-realization of expected orders or non-realization of backlog; failure to make sales indicated by the company's book-to-bill ratio; risks related to the company's international operations and sales, including availability of transportation services, political instability and currency fluctuations; increases in the costs of credit and the availability of credit or additional capital only under more restrictive conditions or not at all; unanticipated changes in Microsemi's tax provisions, 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 holdings in securities; 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 business and results of operations if an adverse determination in litigation is made, and the time and attention required of management to attend to litigation; uncertainty as to the future profitability of acquired businesses, and delays in the realization of, or the failure to realize, any accretion from acquisition transactions; any circumstances that adversely impact the end markets of acquired businesses; and difficulties in closing or disposing of operations or assets or transferring work, assets or inventory from one plant to another. In addition to these factors and any other factors mentioned elsewhere in this news release, the reader should refer as well to the factors, uncertainties or risks identified in the company's most recent Form 10-K filed by Microsemi with the SEC. Additional risk factors may be identified from time to time in Microsemi's future filings. The forward-looking statements included in this release speak only as of the date hereof, and Microsemi does not undertake any obligation to update these forward-looking statements to reflect subsequent events or circumstances.

MSCCIR

SOURCE Microsemi Corporation



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