Montage Sets the Record Straight Regarding the Recent ISS Report and the Inferior Diodes Deal

The ISS report states:

"Time-to-close also continues to nag
the Montage offer: any merger would
take 3-6 months to close, the bidder
estimates–but perhaps longer, if
regulatory approvals extend longer."

ISS simply has the facts wrong. As Montage has repeatedly said:

• A Montage-Pericom transaction can close immediately following
  Pericom shareholder approval.
• If Pericom promptly enters into a merger agreement with Montage,
  Montage can close the transaction in December 2015.
  
• Montage's superior $18.50 all cash offer is not subject to any
  regulatory conditions and will provide Pericom shareholders with
  immediate payment upon closing, the same timing as the Diodes
  proposal.
• Montage has provided for the same drop dead date as Diodes of
  March 30, 2016.

The ISS report states:

"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."

ISS simply has the facts wrong. As Montage has repeatedly said:

• The fact that Montage recently doubled its proposed reverse
  break-up fee from $21.5 million to $43.0 million underscores its
  confidence in the very high degree of financing certainty provided by
  CEC and Bank of China.
• Montage has committed to depositing the reverse break-up fee into
  an escrow account with Citibank in New York.

The ISS report states:

"As the scale of that reverse
termination fee might suggest, any
sale to Montage faces significant
scrutiny by regulators in three
countries. These include not just the
standard US review under Hart-Scott-
Rodino (HSR), but additional scrutiny
from the Committee on Foreign
Investment in the U.S. (CFIUS) – which
has blocked sales of technology
companies to Chinese firms–as well as
by regulators in Taiwan and the
People's Republic of China (PRC)."

ISS simply has the facts wrong. As Montage has repeatedly said:

• Montage does NOT need to file HSR, same as Diodes.
• Montage REMOVED the closing conditions on CFIUS,
  Taiwan and PRC approvals
• CFIUS - CFIUS is a voluntary filing which Montage will
  forego. Additionally, this transaction does NOT raise
  national security or critical infrastructure concerns for
  which CFIUS would intervene.
• Ministry of Commerce ("MOFCOM") of the Government of
  the PRC – A MOFCOM filing is not required because
  Montage is a Cayman Islands corporation.
• Taiwan – Taiwan affords the acquirer a "grace period"
  following the closing of a transaction during which time it
  may divest businesses identified by the authority. If
  Montage was required to divest Pericom's small design
  center in Taiwan, it would be done after the close of the
  Montage-Pericom transaction, and after Pericom
  shareholders receive the purchase price, at a cost entirely
  borne by Montage.
  • Any Taiwan regulation would in no way delay the
    closing of a Montage-Pericom transaction and
    Montage believes it is misleading to the Pericom
    shareholders to continue to insist otherwise.
• Montage has assumed all regulatory risks, and all
  extensions to closing for regulatory risk have been
  eliminated.

The ISS report states:

"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."

ISS simply has the facts wrong. As Montage has repeatedly said:

• Montage has received fully committed financing from CEC,
  one of the largest electronics companies in China and a key
  shareholder of Montage, and Bank of China, China's most
  internationalized and diversified bank and a major source
  of financing to Chinese outbound M&A.
• To suggest that Montage's financing is anything less than
  fully committed is to hold Montage to a higher standard
  than other similarly situated transactions with Chinese
  acquirers, which have been accepted by other U.S.-based
  targets.
• Montage's offer is not subject to any financing conditions.

The ISS report states:

"Its slow progress on due diligence,
and financing requirements, also drew
the Pericom Board to question
whether a transaction with the
Chinese bidder would ever
materialize."

ISS simply has the facts wrong. As Montage has repeatedly said:

• Montage and its advisors have committed significant
  amount of time and resources towards performing due
  diligence and negotiating a merger agreement with
  Pericom.
• Pericom gave Diodes a head start relative to Montage in
  the sale negotiations despite knowing that Montage was
  open to increasing its price.
• At a time when Montage was offering a higher price for
  Pericom shares, Pericom simply signed up its financially
  inferior $17.00 per share transaction without ever asking
  Montage for a best and final offer.
• Montage also made multiple improvements to the merger
  agreement.