ISS AND GLASS LEWIS AGREE WITH YOUR BOARD - VOTE "FOR" THE DIODES TRANSACTION WITH THE WHITE PROXY CARD
Leading independent proxy advisory firms ISS and Glass Lewis have arrived at the same conclusion as the Pericom Board -- that Pericom shareholders vote "FOR" the Diodes transaction:
- Glass Lewis concluded, "Unless Montage is able to sufficiently meet the financing conditions and address the regulatory concerns that the Company's board has laid out, we believe that the Diodes merger agreement represents the best balance of valuation and deal certainty at this time."
- ISS similarly argued, "Given the apparent heightened risks, shareholders might question whether giving up the certainty of the 'bird-in-the-hand' for an offer that may not ever be consummated with Montage is worth the risk. A vote FOR the Diodes transaction as currently structured is warranted."
Glass Lewis shares your Board's serious concerns regarding Montage's financing commitments and the transaction's potential for regulatory hold-ups, which may ultimately lead to its failure to close:
- "Rather than making a serious effort to address the board's concerns, however, Montage has continued to push forth with an acquisition offer that does not appear to us to include full unconditional financing. In our view, Montage has yet to convincingly prove that it has the financial wherewithal to truly complete its takeover proposal. Further, we believe that the cross-border nature of a Montage/Pericom tie-up could result in greater regulatory scrutiny that could lead to further delays or, at worst, the loss of both offers."
As ISS astutely argued, even if Montage were to raise its offer price, the offer still wouldn't be superior to Diodes' offer:
- "It is possible that Montage responds to Diodes' bump by increasing its own bid, tempting Pericom shareholders by again increasing the spread between the two deals. But an increase in an offer which still may never be closed i[s] far less compelling than the certainty of a good deal which can be closed."
Your Board, ISS and Glass Lewis each recommend that shareholders vote the WHITE proxy card at the upcoming Special Meeting "FOR" the Diodes transaction. The certainty and substantial value of the Diodes transaction is clearly superior to the Montage offer. Your Board and ISS and Glass Lewis believe there is too great a risk to Pericom shareholders that Montage will not be able to close a transaction to acquire Pericom, leaving you with only a reverse break-up fee that is a fraction of the $413 million value of the Diodes transaction.
YOUR VOTE IS IMPORTANT - DO NOT BE MISLED BY MONTAGE WE STRONGLY URGE YOU SUBMIT THE WHITE PROXY CARD TODAY TO SUPPORT THE TRANSACTION WITH DIODES
Pericom's upcoming Special Meeting is important in delivering the best outcome for our shareholders. The Pericom Board unanimously recommends that you vote "FOR" Pericom's proposed transaction with Diodes on the WHITE proxy card.
We urge you to discard any gold proxy cards and disregard any related solicitation materials which were sent to you by Montage or its affiliates, who are soliciting proxies in opposition to the Diodes transaction. If you previously submitted a gold proxy card, we urge you to cast your vote as instructed on your WHITE proxy card, which will revoke any earlier dated proxy card that you submitted, including any gold proxy card. Only the latest dated proxy you submit will be counted.
EVERY VOTE IS IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES
If you have any questions or need assistance voting, please call Mackenzie Partners, Inc., Pericom's proxy solicitor at (212) 929-5500 or toll free at (800) 322-2885.
We very much appreciate your patience throughout this process, and we sincerely hope to deliver the value you deserve from a transaction with Diodes.
Regards,
Pericom Semiconductor Corporation Board of Directors
By: /s/ Alex Hui
Name: Alex Hui
Title: Chief Executive Officer, President and Chairman of the Pericom Board of Directors
By: /s/ John Hui
Name: John Hui
Title: Senior Vice President, R&D and Member of the Pericom Board of Directors
By: /s/ Mike Sophie
Name: Mike Sophie
Title: Member of the Pericom Board of Directors
By: /s/ Hau Lee
Name: Hau Lee
Title: Member of the Pericom Board of Directors
By: /s/ Simon Wong
Name: Simon Wong
Title: Member of the Pericom Board of Directors
By: /s/ John East
Name: John East
Title: Member of the Pericom Board of Directors
Forward Looking Statements
This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those indicated in such forward-looking statements, including, but not limited to, the ability of the parties to consummate the proposed transaction; satisfaction of closing conditions to the consummation of the proposed transaction; the impact of the announcement of the proposed transaction on Pericom's relationships with its employees, existing customers or potential future customers; and such other risks and uncertainties pertaining to Pericom's business as detailed in its filings with the SEC on Forms 10-K and 10-Q, which are available on the SEC's website at www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof. Pericom assumes no obligation to update any forward-looking statement contained in this document.
Important Additional Information
Pericom has filed a definitive proxy statement and relevant documents in connection with the special meeting of the shareholders of Pericom at which the Pericom shareholders will consider certain proposals regarding the potential acquisition of Pericom by Diodes Incorporated (the "Special Meeting Proposals"). Pericom and its directors and executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from Pericom's shareholders in connection with the Special Meeting Proposals. SHAREHOLDERS OF PERICOM ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. The definitive proxy statement and other relevant documents filed with the SEC may be obtained free of charge at the SEC's website at www.sec.gov. In addition, security holders will be able to obtain free copies of the definitive proxy statement from Pericom by contacting Pericom's Investor Relations by telephone at (408) 232-9100, or by mail Pericom Semiconductor Corporation, 1545 Barber Lane, Milpitas, California 95035 or by going to Pericom's Investor Relations page on its corporate website at www.pericom.com.
MacKenzie Partners, Inc.
105 Madison Avenue
New York, NY 10016
Proxy@Mackenziepartners.com
(212) 929-5500 (Call Collect)
Or
TOLL FREE (800) 322-2885
About Pericom
Pericom Semiconductor Corporation (
Participants in the Solicitation
Pericom and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Pericom in connection with the proposed transaction. Information regarding the interests of these directors and executive officers in the transaction described herein was included in the definitive proxy statement. Additional information regarding the directors and executive officers of Pericom is included in the amendment to the 10-K, which was filed with the SEC on October 14, 2015, and is supplemented by other public filings made, and to be made, with the SEC by Pericom.
