Microsemi announced that their wholly-owned subsidiary Lois Acquisition Corp. successfully merged with and into PMC-Sierra, Inc., completing the acquisition of PMC. Under Section 251(h) of the General Corporation Law of the State of Delaware, no vote of PMC's stockholders was required to consummate the merger.
At the effective time of the merger, each outstanding share of PMC common stock (other than shares directly owned by PMC, Microsemi, Lois Acquisition Corp. or any other subsidiary of Microsemi and shares held by PMC stockholders that are entitled to and have properly demanded appraisal of such shares under Delaware law) was converted into the right to receive $9.22 in cash and 0.0771 shares of Microsemi common stock, together with cash in lieu of any fractional shares of Microsemi common stock, without interest and less any applicable withholding taxes, the same price received by PMC stockholders who validly tendered their shares in the related exchange offer. Following the merger, PMC shares will cease to be traded on Nasdaq.
