DFAN14A 1 d33339ddfan14a.htm FORM DFAN14A Form DFAN14A

DATED OCTOBER 19, 2015

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

Filed by the Registrant  ¨                             Filed by a Party other than the Registrant  x

Check the appropriate box:

 

¨   Preliminary Proxy Statement
¨   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨   Definitive Proxy Statement
¨   Definitive Additional Materials
x   Soliciting Materials under § 240.14a-12

PERICOM SEMICONDUCTOR CORPORATION

(Name of Registrant as Specified in its Charter)

MONTAGE TECHNOLOGY GROUP LIMITED

PORSCHE ACQUISITION SUB, INC.

HOWARD YANG

STEPHEN TAI

MARK VOLL

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x   No fee required.
¨   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
  (1)  

Title of each class of securities to which transaction applies:

 

     

  (2)  

Aggregate number of securities to which transaction applies:

 

     

  (3)  

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

     

  (4)  

Proposed maximum aggregate value of transaction:

 

     

  (5)  

Total fee paid:

 

     

¨   Fee paid previously with preliminary materials.
¨   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
  (1)  

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  (2)  

Form, Schedule or Registration Statement No.:

 

     

  (3)  

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  (4)  

Date filed:

 

     

 

 

 


On October 19, 2015, Montage sent the following letter to Pericom shareholders::

AN IMPORTANT MESSAGE CONCERNING YOUR INVESTMENT

IN

PERICOM SEMICONDUCTOR CORPORATION

 

 

 

STOP…LOOK…AND LISTEN!

 

October 19, 2015

Dear Pericom Shareholder:

You may soon receive proxy materials from Pericom Semiconductor Corporation (“Pericom”) in connection with its upcoming special meeting of shareholders to consider the company’s proposed acquisition by Diodes Incorporated for $17.00 per share in cash (the “Diodes Acquisition Proposal.”)

You should be aware that on September 30, 2015, Montage Technology Group Limited (“Montage”) submitted a binding offer to Pericom and publicly announced our proposal to acquire 100% of the issued and outstanding Pericom Shares in an all-cash transaction at a price of $18.50 for every share of Pericom that you own (the “Montage Proposal”). We have recently filed proxy materials with the Securities & Exchange Commission and expect to mail detailed information about our proposal to you shortly.

The all-cash Montage Proposal represents a compelling 52% premium to the unaffected closing price on September 2, 2015 and a premium of approximately 9% to the Diodes Acquisition Proposal. We believe the Montage Proposal offers superior and more certain value for Pericom shareholders. Importantly, the Montage Proposal is subject to the termination of the Diodes Merger Agreement.

 

 

 

We urge you to refrain from submitting any proxies to Pericom

until you have had an opportunity to review the proxy materials

that Montage will be sending to you shortly.

 

Thank you for your consideration of this important matter,

MONTAGE TECHNOLOGY GROUP LIMITED


Montage and its directors, executive officers and certain employees may be deemed, under rules of the Securities and Exchange Commission (“SEC”), to be participants in the solicitation of proxies from Pericom shareholders in connection with Pericom’s Special Meeting of Shareholders. Information about the interests in Pericom of Montage and its directors, executive officers and employees are set forth in a preliminary proxy statement that was filed with the SEC on October 14, 2015 (the “Montage Proxy”).

Investors are urged to read in its entirety the Montage Proxy which is available now, and the definitive proxy statement and any other relevant documents filed with the SEC when they become available, because they contain (or will contain) important information. The Montage Proxy, and any other documents filed by Montage with the SEC, may be obtained free of charge at the SEC web site at www.sec.gov. The Montage Proxy and such other documents may also be obtained free of charge by contacting Innisfree at: (212) 750-5833 or 501 Madison Avenue, 20th Floor, New York, New York 10022.