Montage Technology Group proposed an offer to acquire 100% of the outstanding stock of Pericom Semiconductor Corporation at a price of $18.50 per share in cash to Pericom shareholders, in a transaction valued at approximately $430 million.
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This transaction would provide Pericom shareholders with a substantially superior valuation to the $17.00 per share offer announced by Diodes Incorporated on September 3, 2015, and constitutes a superior proposal under Pericom’s merger agreement with Diodes.
Montage Technology’s offer of $18.50 per share in cash represents a premium of approximately 52% to the unaffected closing price on September 2, 2015 and a premium of approximately 9% to Diodes’ offer.
The proposal was conveyed in a binding offer letter to Pericom’s boardon September 29, 2015, together with signed copies of a merger agreement and a voting agreement, each on substantially the same terms as the Diodes merger agreement and voting agreement, and a signed copy of an escrow agreement relating to a reverse break-up fee.
Montage Technology has received signed commitment letters from the Bank of China and from China Electronics Corporation, one of the largest electronics companies in China and a principal shareholder of Montage, that would provide the necessary financing for the transaction.
Montage Technology is further offering to provide Pericom with a reverse break-up fee in an amount equal to 5% of the transaction equity value if the deal does not close within 5 business days of all conditions being met.
Montage Technology will escrow the amount of that reverse break-up fee in a bank account located in the United States with a United States commercial bank. ■
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