DATED NOVEMBER 10, 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 þ
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| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| þ | Definitive Additional Materials |
| ¨ | 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)
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On November 10, 2015, Montage issued the following press release:
Leading Proxy Advisory Firm Egan Jones Recommends Pericom Shareholders Vote AGAINST the Diodes Transaction
Egan Jones Recommends Pericom Shareholders Vote on Montage’s GOLD Proxy Card at the November 20 Pericom Special Meeting of Shareholders
MILPITAS, CA, November 10, 2015 — Montage Technology Group Limited (“Montage”) today announced that a leading independent proxy voting and corporate governance advisory firm, Egan-Jones Proxy Services (“Egan Jones”), recommends that shareholders of Pericom Semiconductor Corporation (“Pericom”) (NASDAQ: PSEM) vote Montage’s GOLD proxy card AGAINST the proposed Diodes Incorporated (“Diodes”) transaction at Pericom’s special meeting of shareholders on November 20, 2015.
Montage stated: “We are pleased that Egan Jones recommends that Pericom shareholders vote AGAINST the inferior Diodes transaction on Montage’s GOLD proxy card. Montage’s $18.50 offer is clearly superior to the Diodes transaction and represents a 52% premium to Pericom’s unaffected closing price on September 2, 2015. As Montage has removed all conditions related to regulatory approvals from its offer, the Montage offer would provide Pericom shareholders with immediate payment upon closing following Pericom shareholder approval. We urge Pericom shareholders to vote AGAINST the Diodes proposal on the GOLD proxy card and preserve their right to pursue a financially superior transaction.”
In its report, Egan Jones stated1:
| • | “We believe that the Montage Proposal, if consummated, would be superior to the Proposed Diodes Acquisition because it would provide Pericom’s shareholders an opportunity to realize a significant premium for their Pericom Shares and offers compelling and more certain value for Pericom shareholders than the Proposed Diodes Acquisition.” |
| • | “Under the Montage Proposal, Pericom shareholders would receive cash value for their Pericom Shares at a significant premium.” |
| • | “We fully support the dissident Gold Proxy Card and recommend our clients vote accordingly.” |
VOTE THE GOLD PROXY CARD TODAY!
As the meeting is fast approaching, Montage urges Pericom shareholders to protect the value of their investment by voting “AGAINST” the Diodes acquisition proposal on the GOLD proxy card TODAY.
| 1 | Permission to use quotations was neither sought nor obtained |
EVERY VOTE IS IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES.
Shareholders who have questions or need assistance voting their shares may contact:
INNISFREE M&A INCORPORATED
+ (888) 750-5834 (toll-free from the US and Canada)
+ (412) 412-232-3651 (from other countries)
Remember—only the latest-dated proxy card counts!
Barclays is acting as financial advisor to Montage and O’Melveny & Myers LLP is serving as legal counsel.
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 definitive proxy statement that was filed with the SEC on October 26, 2015 (the “Montage Proxy”).
Investors are urged to read in its entirety the Montage Proxy which is available now 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 M&A Incorporated, Montage’s proxy solicitor, toll-free at: (888) 750-5834 or 501 Madison Avenue, 20th Floor, New York, New York 10022.
About Montage
Montage is a global fabless provider of analog and mixed-signal semiconductor solutions currently addressing the home entertainment and cloud computing markets. In the home entertainment market, Montage’s technology platform enables the Company to design highly integrated end-to-end solutions with customized software for set-top boxes. These solutions optimize signal processing performance under demanding operating conditions typically found in emerging marketing environments. In the cloud computing market, Montage offers high performance, low power memory interface solutions that enable memory intensive server applications. Its technology platform approach allows Montage to provide integrated solutions that meet the expanding needs of customers through continuous innovation, efficient design and rapid product development. For more information regarding Montage please visit the Company’s website at www.montage-tech.com.
Company Contact:
Montage
Mark Voll, CFO
(408) 982-2780 or 86-21-6128-5678 x8618
Investor Contact:
Innisfree M&A Incorporated
Arthur Crozier/Jennifer Shotwell/Jon Salzberger (212) 750-5833
Media Contact:
Joele Frank, Wilkinson Brimmer Katcher
Eric Brielmann or Jed Repko
(415) 869-3950
Mahmoud Siddig
(212) 355-4449