8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 9, 2015 (November 6, 2015)

PERICOM SEMICONDUCTOR CORPORATION

(Exact Name of Registrant as Specified in Charter)

California	000-27026	77-0254621
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1545 Barber Lane, Milpitas, California	95035
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (408) 232-9100

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.        Entry into a Material Definitive Agreement.

On November 6, 2015, Pericom Semiconductor Corporation (“Pericom” or the “Company”), Diodes Incorporated (“Diodes”) and PSI Merger Sub, Inc., a wholly owned subsidiary of Diodes (“Merger Sub”), entered into an amendment (the “Amendment”) to that certain Agreement and Plan of Merger, dated as of September 2, 2015, by and among the Company, Diodes and Merger Sub (the “Merger Agreement”).

The Amendment provides for an increase in the per share merger consideration to be paid to the Company’s shareholders from $17.00 per share in cash, without interest, to $17.75 per share in cash, without interest, and provides for an increase of the Termination Fee (as defined in the Merger Agreement) from $15,000,000 to $15,700,000.

Other than as expressly modified pursuant to the Amendment, the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by the Company on September 3, 2015, remains in full force and effect as so amended. The foregoing summary of the Amendment does not purport to be complete and is subject to and qualified in its entirety by the full text of the Amendment, which is attached to this report as Exhibit 2.1 and is incorporated herein by reference.

Item 8.01.        Other Events.

On November 9, 2015, the Company issued two press releases; the first announcing that it had entered into the Amendment and the second announcing that Institutional Shareholder Services, Inc., a prominent proxy advisory firm, recommends that the Pericom shareholders vote “FOR” the Merger Agreement. Copies of the press releases are filed hereto as Exhibit 99.1 and 99.2, respectively and are incorporated herein by reference.

Additional Information and Where to Find It

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 (the “Special Meeting Proposals”). Pericom, Diodes and their directors and executive officers and other members of their 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. Additional information regarding the directors and executive officers of Pericom is included in Pericom’s amendment to its Annual Report on Form 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. Additional information regarding the directors and executive officers of Diodes is included in Diodes’ proxy statement for its 2015 Annual Meeting, which was filed with the SEC on April 16, 2015, and is supplemented by other public filings made, and to be made, with the SEC by Diodes. 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.

Forward Looking Statements

This Report and the documents incorporated herein by reference contain 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.

Item 9.01.        Financial Statements and Exhibits.

(d)        Exhibits.

Exhibit No.	Description of Exhibit
2.1	Amendment No. 1 to Agreement and Plan of Merger, dated as of November 6, 2015, by and among Pericom Semiconductor Corporation, PSI Merger Sub, Inc. and Diodes Incorporated.
99.1	Press Release of Pericom Semiconductor Corporation, dated November 9, 2015.
99.2	Press Release of Pericom Semiconductor Corporation, dated November 9, 2015.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PERICOM SEMICONDUCTOR CORPORATION
Dated: November 9, 2015	/s/ Kevin S. Bauer
	Name: Kevin S. Bauer
	Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
2.1	Amendment No. 1 to Agreement and Plan of Merger, dated as of November 6, 2015, by and among Pericom Semiconductor Corporation, PSI Merger Sub, Inc. and Diodes Incorporated.
99.1	Press Release of Pericom Semiconductor Corporation, dated November 9, 2015.
99.2	Press Release of Pericom Semiconductor Corporation, dated November 9, 2015.

EX-2.1

Exhibit 2.1

Execution Copy

AMENDMENT NO. 1

TO

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

DIODES INCORPORATED,

PSI MERGER SUB, INC.

AND

PERICOM SEMICONDUCTOR CORPORATION

Dated as of November 6, 2015

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, dated as of November 6, 2015 (this “Amendment No. 1”), by and among DIODES INCORPORATED, a corporation incorporated in the State of Delaware (“Parent”), PSI Merger Sub, Inc., a corporation incorporated in the State of California (“Merger Sub”), and PERICOM SEMICONDUCTOR CORPORATION, a corporation incorporated in the State of California (the “Company”). Each of the parties to this Amendment No. 1 is individually referred to herein as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, Parent, Merger Sub and the Company entered into that certain Agreement and Plan of Merger dated as of September 2, 2015 (the “Merger Agreement”);

WHEREAS, pursuant to Section 9.7 of the Merger Agreement, at any time prior to the Effective Time, the Merger Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Shareholder Approval, by written agreement signed by each of the Parties;

WHEREAS, the Parties wish to amend the Merger Agreement to reflect (a) an increase in the amount of the Merger Consideration and (b) an amendment to the definition of “Termination Fee” set forth in Annex A of the Merger Agreement;

NOW, THEREFORE, in consideration of the premises set forth above, the mutual promises and covenants set forth herein and for other good and valuable consideration receipt of which is acknowledged, the Parties hereby agree as follows:

1. Defined Terms:

Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Merger Agreement.

2. Amendment to the Merger Agreement

2.1 The first sentence of Section 2.1(a) of the Merger Agreement is hereby deleted entirely and replaced with the following:

“(a) Merger Consideration. At the Effective Time, by virtue of the Merger and without any action on the part of the Parties or holders of any securities of the Parties, subject to Section 2.1(d), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding Company Shares to be cancelled in accordance with Section 2.1(b) and any Dissenting Shares) shall be automatically converted into the right to receive $17.75 in cash, without interest (the “Merger Consideration”).”

2.2 The definition of “Termination Fee” set forth in Annex A – Definitions of the Merger Agreement is hereby deleted entirely and replaced with the following:

“ “Termination Fee” means $15,700,000.”

2

3. No Other Change

The Parties hereby acknowledge and agree that the other terms and provisions of the Merger Agreement shall not be affected and shall continue in full force and effect.

4. Counterparts; Facsimile Execution

This Amendment No. 1 may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when two or more counterparts have been signed by each of the Parties and delivered to the other Parties. Facsimile or .pdf execution and delivery of this Amendment No. 1 is legal, valid and binding for all purposes.

[The remainder of this page is intentionally left blank]

3

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment No. 1 to be duly executed by their respective authorized signatories as of the date first indicated above.

DIODES INCORPORATED
By:	/s/ Keh-Shew Lu
	Name:	Keh-Shew Lu
	Title:	Chief Executive Officer

PSI MERGER SUB, INC.
By:	/s/ Keh-Shew Lu
	Name:	Keh-Shew Lu
	Title:	Chief Executive Officer

PERICOM SEMICONDUCTOR CORPORATION
By:	/s/ Alex Chiming Hui
	Name:	Alex Chiming Hui
	Title:	Chief Executive Officer

EX-99.1

Exhibit 99.1

Pericom Enters into Amendment to Merger Agreement with Diodes

with Increased Purchase Price of $17.75 Per Share

Pericom Board Unanimously Reaffirms Strong

Recommendation in Support of Transaction with Diodes

Urges Pericom Shareholders to Vote “FOR” the Diodes Acquisition on the WHITE Proxy Card

Milpitas, CA – November 9, 2015 – Pericom Semiconductor Corporation (“Pericom” or the “Company”) (NASDAQ: PSEM) announced today that its Board of Directors has unanimously accepted a revised offer from Diodes Incorporated (“Diodes”) (NASDAQ: DIOD) to acquire Pericom for $17.75 per share in cash without interest or an aggregate purchase price of approximately $413 million. Pericom and Diodes have entered into an amendment to their previously announced merger agreement dated September 2, 2015 (as amended, the “Diodes Agreement”) reflecting the new purchase price, which is an increase from Diodes’ previously announced $17.00 per share purchase price. The revised $17.75 purchase price represents a 46% premium to Pericom’s unaffected closing price on September 2, 2015, and exceeds the five-year trading high in Pericom shares by 8%. Pursuant to the terms of the amendment, the termination fee has also been increased proportionately from $15 million to $15.7 million.

“The new offer from Diodes provides even greater cash value to Pericom’s shareholders and further strengthens an already compelling offer that comes with fully committed financing and the ability to close in a matter of days following shareholder approval of the transaction,” said Alex Hui, Chairman, President and Chief Executive Officer of Pericom. “The Pericom Board unanimously reaffirms our strong support of a straightforward and value-enhancing transaction with Diodes, which we believe is clearly in the best interests of our shareholders.”

Furthermore, the Pericom Board reiterates its unanimous determination that the transactions contemplated under the Diodes Agreement are superior to the offer received from Montage Technology Group Limited (“Montage”) on September 30, 2015, and as amended on November 4, 2015, given the significant financing, timing and deal certainty risks for Pericom’s shareholders associated with pursuing a transaction with Montage.

The Diodes Agreement is backed by a fully-funded credit agreement and term loan from Bank of America, and the transaction is not subject to any regulatory approvals. The transaction is expected to close in the fourth quarter of 2015, subject to approval by Pericom shareholders at Pericom’s Special Meeting of Shareholders currently scheduled for November 20, 2015.

Pericom will be mailing supplemental proxy materials to Pericom shareholders on or about November 10, 2015 that reflect the amendment of the Diodes Agreement. The Pericom Board unanimously recommends that Pericom shareholders vote “FOR” Pericom’s proposed transaction with Diodes on the WHITE proxy card to lock in the substantial cash premium represented by the $17.75 per share purchase price offered by Diodes. The Diodes Agreement and the supplemental proxy materials will have no impact on any proxy cards already submitted by Pericom shareholders; these proxy cards will remain valid and those shareholders need not take further action.

* * * * *

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.

About Pericom

Pericom Semiconductor Corporation (NASDAQ: PSEM) enables serial connectivity with the industry’s most complete solutions for the computing, communications, consumer and embedded market segments. Pericom’s analog, digital and mixed-signal integrated circuits, along with its frequency control products are essential in the timing, switching, bridging and conditioning of high-speed signals required by today’s ever-increasing speed and bandwidth demanding applications. Company headquarters is in Milpitas, California, with design centers and technical sales and support offices globally.

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.

Company Contact:

Pericom Semiconductor

Kevin Bauer, CFO

P: 408-232-9100

E: kbauer@pericom.com

Investor Contact:

MacKenzie Partners, Inc.

Dan Burch / Larry Dennedy

212-929-5500

Media Contact:

Sard Verbinnen & Co

Steven Goldberg / John Christiansen

310-201-2040 / 415-618-8750

EX-99.2

Exhibit 99.2

Independent Proxy Advisory Firm ISS Recommends in Favor of Pericom’s Merger with Diodes

Pericom Sends Letter to Shareholders Outlining Substantial Cash Value

and Closing Certainty of Diodes Transaction

Milpitas, CA – November 9, 2015 – Pericom Semiconductor Corporation (“Pericom” or the “Company”) (NASDAQ: PSEM) announced today that Institutional Shareholder Services (“ISS”) has issued detailed reports recommending that Pericom shareholders vote in favor of the previously announced merger agreement between Pericom and Diodes Incorporated (“Diodes”) (NASDAQ: DIOD), dated September 2, 2015 (as amended, the “Diodes Merger Agreement”), at the upcoming Special Meeting of Pericom Shareholders. The Company also announced that its Board of Directors has sent a letter to Pericom shareholders regarding the ISS reports and reiterating the Board’s unanimous support for the transactions contemplated by the Diodes Merger Agreement.

The text of the letter is as follows:

November 9, 2015

Dear Shareholders,

We are pleased that leading independent proxy advisory firm Institutional Shareholder Services (“ISS”) has issued detailed reports recommending that you vote the WHITE proxy card in favor of the previously announced merger agreement between Pericom and Diodes Incorporated (“Diodes”) (NASDAQ: DIOD), dated September 2, 2015 (as amended, the “Diodes Agreement”), at Pericom’s upcoming Special Meeting of Shareholders (the “Meeting”) to be held on November 20, 2015.

As your Board shared with you recently, the Diodes Agreement provides Pericom shareholders with substantial and immediate cash value – $17.75 in cash per share without interest, or aggregate consideration of approximately $413 million. Diodes’ offer is backed by fully committed financing from Bank of America, and the transaction benefits from a high degree of closing certainty within a matter of days after shareholder approval, with no regulatory approvals required. In agreement with the Board’s conclusion and recommendation, ISS noted (emphasis added):

• “the terms of the Diodes transaction provide shareholders with the greatest value certainty.”

• “shareholders might question whether giving up the certainty of the “bird-in-the-hand” [Diodes Agreement] for an offer that may not ever be consummated with Montage is worth the risk.”

We have also communicated that the offer received from Montage Technology Group (“Montage”) suffers from fundamental risks that render it unviable and not in the best interests of Pericom shareholders, including:

• risks and uncertainties regarding Montage’s ability (or unwillingness) to obtain fully committed financing;

1

• substantial uncertainty surrounding the numerous regulatory approvals required for an acquisition of Pericom;

• Montage’s questionable ability to ultimately close a transaction with Pericom in a timely fashion, if at all;

• Pericom’s difficulty enforcing any judgment against Montage, a Cayman company with most of its assets in the People’s Republic of China and few assets in the United States—if for any reason, Montage is unable or unwilling to close the proposed transaction with Pericom, the only real recourse for Pericom shareholders may be the $43 million reverse break-up fee (vs. $413 million of market premium from Diodes); and

• Montage’s erosion of your Board’s trust through continued misrepresentations throughout the sales process and then to Pericom shareholders via multiple communications.

ISS AGREES WITH YOUR BOARD – VOTE “FOR”

THE DIODES AGREEMENT WITH THE WHITE PROXY CARD

The ISS recommendation that shareholders vote the WHITE proxy card at the upcoming Meeting reinforces what your Board has been advocating for weeks: the certainty and substantial value of the Diodes offer is superior to the Montage offer. Your Board and ISS believe there is too great a risk to Pericom shareholders that Montage will not be able to close a transaction to acquire Pericom.

ISS, in recommending for the Diodes merger, corroborated what your Board had confidently concluded and advocated for after thorough evaluation of both offers:

• “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.”

Furthermore, ISS expressed the following well-founded criticisms of the Montage offer (emphasis added):

• “The verbal confidence in its offer letter that Montage has committed financing, moreover, appears to be more style than substance. The CEC commitment letter, for example, ‘commits’ funding over which it nonetheless reserves significant discretion, and which appears to actually be contingent upon unspecified conditions…”

• “The keystone in all of this is the $43 million reverse break-up fee Montage has offered. It may be comforting, in the way that closing one’s eyes can be comforting when facing an unpleasant reality – but it does nothing at all to mitigate that unpleasant reality. A reverse termination fee, because so much smaller than the full merger consideration, is probably most effective when the target has the greatest confidence it will never be tapped. In this topping bid, by contrast, it simply underscores the heavy risk of a Montage deal breaking.”

2

As ISS astutely argued, even if Montage were to raise its offer price and substantially improve its financing commitments (among other necessary improvements), 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.”

LOCK IN THE SUBSTANTIAL $17.75 PER SHARE VALUE

YOU DESERVE BY VOTING THE WHITE PROXY CARD TODAY

Your Board urges all Pericom shareholders to vote the WHITE proxy card to lock in the substantial cash premium represented by the $17.75 per share purchase price offered by Diodes, which we continue to believe is in the best interests of Pericom shareholders.

We sincerely appreciate and thank you for your continued patience, and we hope to see you at our upcoming Meeting.

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

3

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.

About Pericom

Pericom Semiconductor Corporation (NASDAQ: PSEM) enables serial connectivity with the industry’s most complete solutions for the computing, communications, consumer and embedded market segments. Pericom’s analog, digital and mixed-signal integrated circuits, along with its frequency control products are essential in the timing, switching, bridging and conditioning of high-speed signals required by today’s ever-increasing speed and bandwidth demanding applications. Company headquarters is in Milpitas, California, with design centers and technical sales and support offices globally.

4

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.

Company Contact:

Pericom Semiconductor

Kevin Bauer, CFO

P: 408-232-9100

E: kbauer@pericom.com

Investor Contact:

MacKenzie Partners, Inc.

Dan Burch / Larry Dennedy

212-929-5500

Media Contact:

Sard Verbinnen & Co

Steven Goldberg / John Christiansen

310-201-2040 / 415-618-8750

5