Montage Technology Group Files Preliminary Proxy Materials to Solicit Against Pericom's Proposed Acquisition by Diodes
Montage Technology Group Limited ("Montage Technology"), today filed preliminary proxy materials to solicit shareholder votes against the proposed acquisition of Pericom Semiconductor Corporation (NASDAQ: PSEM) ("Pericom") by Diodes, Incorporated ("Diodes"), and against any proposal to adjourn the Special Meeting of Pericom Shareholders.
Dr. Howard C. Yang, Chairman and CEO of Montage Technology, stated, "These proxy materials will enable Pericom shareholders to send a clear message to the Pericom Board that it should accept the financially superior Montage Technology proposal and terminate the merger agreement with Diodes."
In the preliminary proxy materials filed today, Montage outlines:
"We are soliciting proxies from Pericom shareholders to vote ‘against' the Diodes acquisition proposal, the golden parachute compensation proposal and the adjournment proposal. We believe the proposed acquisition of Pericom by Diodes does not provide adequate value to Pericom shareholders. Our $18.50 per share all-cash proposal is a superior alternative for Pericom shareholders because, among other things, it provides significantly greater financial value to Pericom shareholders than the proposed combination with Diodes."
Further, the preliminary proxy materials highlight:
A vote "AGAINST" the Diodes acquisition proposal preserves Pericom shareholders' opportunity to receive the significant premium for their Pericom shares contemplated by the Montage Technology acquisition proposal which provides significantly greater value to Pericom shareholders than the proposed Diodes acquisition.
A vote "AGAINST" the Diodes acquisition proposal stops the Pericom Board of Directors from proceeding with a transaction at a lower price than the Montage Technology proposed transaction.
A vote "AGAINST" the Diodes acquisition proposal encourages the Pericom Board to consider other alternatives for Pericom, including Montage Technology's acquisition proposal for $18.50 per Pericom share.
A vote "AGAINST" the Adjournment proposal will send a message to the Pericom Board that Pericom's shareholders want the Pericom board to consider other alternatives for Pericom, including the Montage Technology acquisition proposal.
Montage Technology Group Limited, together with Porsche Acquisition Sub, Inc. (collectively, "Montage Technology") and their respective directors, executive officers and certain employees, may be deemed, under the 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 Technology and its directors, executive officers and employees are set forth in the preliminary proxy statement that was filed with the SEC on October 13, 2015 (the "Montage Proxy").
Investors are urged to read 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 Technology with the SEC, may be obtained free of charge at the SEC website 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.
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