ALISO VIEJO, Calif.,
April 8, 2015 /PRNewswire/
-- Microsemi Corporation (Nasdaq:MSCC), a leading
provider of semiconductor solutions differentiated by power,
security, reliability and performance, announced the expiration, on
April 7, 2015, of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended ("HSR Act") applicable to its proposed acquisition of
Vitesse Semiconductor Corporation (Nasdaq:VTSS) ("Vitesse") through
its wholly-owned subsidiary LLIU100 Acquisition Corp.
As previously announced, on March 31,
2015, a wholly-owned subsidiary of Microsemi, LLIU100
Acquisition Corp., commenced a cash tender offer to acquire all of
the outstanding shares of Vitesse's common stock for $5.28 per share. The expiration of the HSR Act
waiting period satisfies one of the conditions of the tender offer.
The completion of the tender offer remains subject to certain other
conditions as described in the Tender Offer Statement on Schedule
TO filed by Microsemi on March 31,
2015, as amended.
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; 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.
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.
Safe Harbor Statement
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 and
Vitesse. 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 Vitesse'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; increased
competition and technological changes in the industries in which
Microsemi and Vitesse compete; Microsemi's reliance on government
contracts for a portion of its sales, including impacts of any
federal government shutdown; Microsemi's failure to continue
to move up the value chain in its customer offerings; 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 and all
subsequent Form 10-Q reports 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. Guidance
is provided only on a non-GAAP basis due to the inherent difficulty
of forecasting the timing or amount of certain items that have been
excluded from the forward-looking non-GAAP measures, and a
reconciliation to the comparable GAAP guidance has not been
provided because certain factors that are materially significant to
Microsemi's ability to estimate the excluded items are not
accessible or estimable on a forward-looking basis.
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SOURCE Microsemi Corporation