PMC-Sierra Reiterates Commitment to Skyworks Transaction

SUNNYVALE, Calif. — (BUSINESS WIRE) — November 16, 2015 — PMC-Sierra, Inc. (PMC®) (NASDAQ: PMCS), the semiconductor and software solutions innovator transforming networks that connect, move and store big data, today announced that PMC’s board of directors unanimously determined, after receiving the advice of its financial advisors and outside legal counsel, that the proposal received on November 9, 2015 from Microsemi Corporation (NASDAQ: MSCC) to acquire all of the outstanding shares of PMC common stock is not superior to PMC’s existing agreement with Skyworks Solutions, Inc. (NASDAQ: SWKS) in light of the recent stock market volatility exacerbated by recent geopolitical events. The Skyworks all cash proposal provides more value certainty to PMC stockholders than the stock and cash consideration provided in the Microsemi proposal.

Under the terms of the Microsemi proposal, PMC stockholders would receive $9.04 in cash and 0.0771 of a share of Microsemi common stock for each share of PMC common stock held at the close of the transaction. Based on the closing stock price of Microsemi common stock on November 13, 2015, the Microsemi proposal was valued at $11.77 per share of PMC common stock.

PMC had previously announced (on October 30, 2015) that it had entered into an amended and restated merger agreement with Skyworks Solutions, Inc. (NASDAQ: SWKS) pursuant to which Skyworks would acquire all of the outstanding shares of PMC common stock for $11.60 per share in an all-cash transaction.

PMC’s board of directors continues to recommend the amended and restated merger agreement with Skyworks to PMC stockholders. PMC’s board of directors is not modifying or withdrawing its recommendation with respect to the amended and restated merger agreement and the merger with Skyworks, or proposing to do so, and is recommending against the Microsemi proposal.

Qatalyst Partners LP and Needham & Company, LLC are acting as financial advisors to PMC and Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal advisor.

About PMC

PMC (NASDAQ: PMCS) is the semiconductor and software solutions innovator transforming networks that connect, move and store big data. Building on a track record of technology leadership, PMC is driving innovation across storage, optical and mobile networks. PMC’s highly integrated solutions increase performance and enable next-generation services to accelerate the network transformation. For more information, visit www.pmcs.com. Follow PMC on Facebook, Twitter, LinkedIn and RSS.

Additional Information and Where You Can Find It

PMC plans to file with the Securities and Exchange Commission (the “SEC”) and mail to our stockholders a proxy statement in connection with the proposed Skyworks transaction. Additionally, PMC may file other relevant materials with the SEC in connection with the proposed Skyworks transaction. The proxy statement and other relevant materials will contain important information about PMC, Skyworks, the proposed transaction, and related matters. Investors and security holders are urged to read the proxy statement and the other relevant materials with respect to the proposed merger with Skyworks carefully in their entirety when they become available before making any voting or investment decision with respect to the proposed merger with Skyworks because they will contain important information about the proposed merger and the parties to the merger.

This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. If a negotiated transaction between PMC and Microsemi is agreed, Microsemi will prepare and file a registration statement and proposed Exchange Offer documents related to the proposed transaction. PMC, and possibly Microsemi, may also file other documents with the SEC regarding the proposed transaction. PMC will file a Recommendation Statement on Schedule 14D-9 with the SEC and expects to file amendments thereto. This document is not a substitute for any prospectus, Schedule 14D-9 or any other document which PMC or Microsemi may file with the SEC in connection with the proposed transaction. If a negotiated transaction between PMC and Microsemi is agreed, investors and security holders are urged to read the Recommendation Statement on Schedule 14D-9 and the other relevant materials with respect to the proposed transaction with Microsemi carefully and in their entirety when they become available before making any investment decision with respect to the proposed transaction with Microsemi, because they will contain important information about the proposed transaction with Microsemi.

Investors and security holders will be able to obtain free copies of the proxy statement or the Recommendation Statement on Schedule 14D-9, as applicable, and relevant other documents filed with the SEC by PMC, Skyworks and/or Microsemi through the website maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the proxy statement, Recommendation Statement on Schedule 14D-9 and the other relevant documents filed with the SEC by PMC from PMC by contacting Joel Achramowicz at (408) 239-8630.

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