PMC-Sierra Board Determined Latest Microsemi Proposal Not Superior to Skyworks Transaction

PMC-Sierra, Inc.

announced Sunday, that PMC's board of directors unanimously determined, after receiving the advice of its financial advisors and outside legal counsel, that the latest proposal received from Microsemi Corporation

to acquire all of the outstanding shares of PMC common stock is not superior to PMC's existing agreement with Skyworks Solutions, Inc.

for the reasons set forth below. The Board believes that the mixed stock/cash consideration proposed by Microsemi does not provide superior value compared to the all cash $11.60 transaction with Skyworks.