DEFA14A

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 18, 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 8.01. Other Events.

On November 18, 2015, Pericom delivered a letter to Montage Technology Group Limited (“Montage”) notifying Montage that the Pericom Board of Directors have unanimously rejected the unsolicited revised acquisition offer that Pericom received from Montage on November 18, 2015. Pericom also issued a press release announcing such rejection. Copies of the letter to Montage and the press release are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference in their entirety.

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 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.

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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit
99.1	Letter delivered to Montage Technology Group Limited by Pericom Semiconductor Corporation, dated November 18, 2015
99.2	Press Release, issued by Pericom Semiconductor Corporation, dated November 18, 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 18, 2015	/s/ Kevin S. Bauer
	Name: Kevin S. Bauer
	Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Letter delivered to Montage Technology Group Limited by Pericom Semiconductor Corporation, dated November 18, 2015
99.2	Press Release, issued by Pericom Semiconductor Corporation, dated November 18, 2015

EX-99.1

Exhibit 99.1

Pericom Semiconductor Corporation

1545 Barber Lane

Milpitas, California 95035

November 18, 2015

Montage Technology Group Limited

Room A1601, Technology Building, 900 Yi Shan Road

Xuhui District, Shanghai, 200233

People’s Republic of China

Attention: Howard Yang, Chief Executive Officer

Mr. Yang:

The Board of Directors (the “Pericom Board) of Pericom Semiconductor Corporation (“Pericom” or the “Company”) has received Montage Technology Group Limited’s (“Montage,” “you” or “your”) revised unsolicited acquisition proposal dated November 18, 2015, (the “Offer”), to acquire all of the outstanding shares of Pericom for $19.00 in cash per share of common stock of Pericom. With the assistance of the Company’s independent financial advisors and outside legal counsel, the Pericom Board has carefully reviewed the Offer. After thorough consideration, the Pericom Board has unanimously rejected the Offer and determined that it is not superior to the transactions contemplated by the Agreement and Plan of Merger dated September 2, 2015, as amended November 5, 2015 (the “Diodes Merger Agreement”), by and among Pericom, Diodes Incorporated (“Diodes”), and PSI Merger Sub, Inc., and that the Offer is not in the best interest of Pericom’s shareholders.

Despite certain modifications made to your initial unsolicited acquisition proposal, and as discussed with you and your representatives on numerous occasions, the Pericom Board has determined that there remain significant financing, regulatory and other risks that make your ability to close a transaction substantially uncertain at this time and significantly less likely and timely than the closing of the transactions contemplated by the Diodes Merger Agreement. In reaching its determination to reject the Offer, the Pericom Board took into account, after consultation with the Company’s independent financial advisors and outside legal counsel, many considerations, including the following:

Regulatory Risk:

In connection with an acquisition of Pericom by Montage, the parties are subject to certain regulatory scrutiny and oversight, including from governmental authorities in the People’s Republic of China (“PRC”) and Taiwan and from the Committee on Foreign Investments in the United States. Although the Pericom Board acknowledges modifications made to your initial unsolicited acquisition proposal, including the removal of regulatory approvals as a condition to closing, the Pericom Board also understands that regulatory oversight is a function of law and not contract. That is, while your Offer may not be conditioned on regulatory approval, a transaction between Montage and Pericom would still subject to the risk of regulatory interference, a fact that Montage appears to understand as Montage has retained the ability to terminate the merger agreement in the event that a governmental entity enacts, issues,

promulgates, enforces or enters any law that makes the transaction illegal or otherwise enjoins or prohibits the consummation of the transaction. We do not agree that Pericom shareholders should bear the risk of regulatory interference and cannot conclude in good faith that Montage has addressed our concerns by simply deleting regulatory approvals as a condition to closing.

Further, although the Offer contemplates that you will be subject to “hell or high water” obligations in order to obtain regulatory approvals, you have not provided any information to Pericom regarding your plans for successfully obtaining such approvals, including with respect to expected divestitures of Pericom assets in Taiwan. Your failure to provide Pericom with any information with respect to your strategy for obtaining regulatory approval, your deletion of regulatory approvals as a condition to closing, and your retention of the right to terminate the merger agreement in the event of regulatory interference, raises significant concerns as to your understanding of the regulatory oversight applicable to a transaction to acquire Pericom and, moreover, raises significant doubts with respect to Montage’s ability to close a transaction with Pericom.

Financing Risk:

To date, you have been unable to demonstrate that you have obtained sufficient commitments with respect to the financing necessary to close a transaction with Pericom or a reasonable likelihood that you will be able to obtain such commitments in a reasonable timeframe.

Pericom has repeatedly discussed with you, your financial advisors and your legal advisors Pericom’s view that the one-page financing letters from each of Bank of China Shanghai Pudong Branch and China Electronics Financial Co. Ltd. presented in your initial unsolicited proposal fail to provide adequate assurance that you will be able to finance a proposed transaction with Pericom. As described in Pericom’s proxy materials, subsequent press releases and as communicated during the course of several discussions with you and your advisors, both of the one-page financing letters are subject to broad and vague conditions which provide the lenders with excessive discretion to withdraw their financing. For example, the one-page letter from the Bank of China states that any financing to be provided to Montage is subject to evaluation by its committee and will not be issued until all the conditions that the Bank of China requires are fully satisfied. However, such letter does not include any details regarding what those conditions may be and, despite Pericom’s repeated requests for additional information with respect to such conditions and increased financing certainty, you have not provided any further information regarding such conditions or your ability to obtain committed financing. Similarly, despite providing an updated one-page financing letter from China Electronics Financial Co. Ltd. on September 27, 2015, such financing letter does not provide any additional information with respect to the conditions of the financing, does not provide the Pericom Board with any legitimate reason to believe that the financing is indeed firmly committed, and, despite our numerous requests for additional information and more certain financing commitment letters, has not been further revised or updated as of the date of the Offer. Finally, both one-page financing letters are subject to the laws of the PRC, creating significant uncertainty with respect to the ability to enforce such letters.

2

The Pericom Board has an obligation to Pericom shareholders to consider not only the purchase price of an offer, but also the likelihood of completing any proposed transaction. Although your Offer provides for a greater per share purchase price than your previous unsolicited proposal, the certainty of Pericom shareholders actually receiving such “premium” remains unchanged. As so aptly put by then Vice Chancellor of the Court of Chancery of the State of Delaware, Leo E. Strine, in In re Dollar Thrifty Shareholder Litigation, “Value is not value if it is not ultimately paid.” Importantly, your Offer did not include revised commitment letters providing for any additional certainty with respect to your ability to obtain financing sufficient to consummate a transaction with Pericom. In light of your failure to provide further assurances that you have committed financing, including your failure to adequately respond to Pericom’s numerous and clearly communicated requests with respect to the financing letters you have provided, together with the regulatory risks associated with the Offer, the Pericom Board cannot conclude that the value of the Offer is superior to that offered by the significantly more certain and timely transactions contemplated by the Diodes Merger Agreement.

Considering these and other factors, the Pericom Board has determined that the additional premium represented by the $19.00 per share price of the Offer, as compared to the transactions contemplated by the Diodes Merger Agreement, is insufficient to outweigh the significant financing, regulatory and other risks for Pericom’s shareholders that are associated with pursuing a transaction with Montage. Therefore, the Pericom Board has unanimously rejected the Offer.

On behalf of the Pericom Board,

/s/ Alex Hui

Alex Hui

Chairman, Chief Executive Officer & President

3

EX-99.2

Exhibit 99.2

Pericom Board of Directors Unanimously Rejects

Unsolicited Revised Offer from Montage Technology Group

Concludes Montage Offer Still Suffers From Fundamental Flaws and Significant Risks

Reaffirms Unanimous Recommendation in Support of Transaction with Diodes

Continues to Urge Shareholders to Vote “FOR” the Diodes Merger on the WHITE Proxy Card TODAY

Special Meeting of Shareholders Will Proceed as Scheduled

on Friday, November 20, 2015, at 9:00 am PT

Milpitas, CA – November 18, 2015 – Pericom Semiconductor Corporation (“Pericom” or the “Company”) (NASDAQ: PSEM), announced today that its Board of Directors, after consultation with its independent financial advisors and outside legal counsel, has unanimously rejected the unsolicited revised acquisition offer that Pericom received from Montage Technology Group Limited (“Montage”) on November 18, 2015, which revised offer increased the per share purchase price for a Pericom-Montage transaction to $19.00 per share from $18.50 per share. A copy of the letter informing Montage of the Board’s determination is being filed with the U.S. Securities and Exchange Commission (“SEC”) today on Form 8-K. Montage’s revised offer follows an unsolicited offer from Montage received by the Company on September 30, 2015 (which amended an initial offer from Montage received by the Company on September 13, 2015).

The Pericom Board has a duty to its shareholders to consider the likelihood of completing a transaction when assessing the overall value of an offer. Consistent with its fiduciary duties to the Company’s shareholders, the Pericom Board consulted with its independent financial advisors and outside legal counsel and unanimously determined that Montage’s revised offer still suffers from the fundamental flaws and significant risks that plagued its previous offers, including financing, regulatory and other risks that make Montage’s ability to close a transaction substantially uncertain and significantly less likely than the closing of the transactions contemplated by Pericom’s previously announced Merger Agreement (the “Diodes Merger Agreement”) with Diodes Incorporated (“Diodes”) (NASDAQ: DIOD). In reaching its decision, the Pericom Board considered the following:

• The increased $17.75 per share purchase price provided by the Diodes transaction represents a substantial premium which is backed by fully committed financing from a U.S. bank.

• After months of negotiations and repeated opportunities to revise its offer, Montage has proven unable or unwilling to obtain fully committed financing, instead presenting Pericom with inadequate one-page financing letters that, despite the Company’s numerous requests, Montage has failed to make available to Pericom shareholders.

• Despite Montage’s revised offer, these inadequate one-page financing letters have remained unchanged and no new financing commitments have been presented to Pericom.

• The Diodes transaction is subject only to Pericom shareholder approval at the Special Meeting and is not subject to any regulatory approval – shareholders will receive the purchase price promptly following the Special Meeting.

• Despite Montage’s misleading statements, a transaction with Montage would be subject to significant regulatory scrutiny, which could delay receipt of the purchase price by several months (if regulators don’t enjoin the deal entirely).

• The transaction with Diodes is expected to close within a matter of days, at which point shareholders would be able to immediately reinvest the proceeds of the sale and potentially earn returns instead of waiting for another, less certain transaction to go through a protracted regulatory approval process and possibly never even close.

Considering these and other factors, the Pericom Board unanimously reaffirmed its recommendation that shareholders vote the WHITE proxy card “FOR” the Diodes Merger Agreement to lock in the substantial premium that would be realized upon the prompt closing of the Diodes Merger Agreement. As Institutional Shareholder Services (“ISS”), a leading independent proxy advisory firm, astutely warned in its report issued earlier this month in support of a Diodes-Pericom transaction, “[i]t 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.”

Diodes’ $17.75 per share all-cash offer is backed by a fully-funded credit agreement and term loan from Bank of America. The $17.75 per share 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%. The Diodes transaction is not subject to any regulatory approvals and is expected to close in the fourth quarter of 2015, subject only to approval by Pericom shareholders at Pericom’s Special Meeting of Shareholders, scheduled for November 20, 2015. Pericom shareholders can vote by telephone or internet at any time leading up to the Special Meeting

Cowen and Company is serving as independent financial advisor to Pericom, and Latham & Watkins is serving as the Company’s legal counsel.

* * * * *

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