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TheStreet Open House

Microsemi Corporation To Acquire Symmetricom, Inc.

ALISO VIEJO, Calif. and SAN JOSE, Calif., Oct. 21, 2013 /PRNewswire/ --  Microsemi Corporation (Nasdaq: MSCC), a leading provider of semiconductor solutions differentiated by power, security, reliability and performance, and Symmetricom, Inc. (Nasdaq: SYMM), a worldwide leader in precision time and frequency technologies, announced today that they have entered into a definitive agreement to acquire Symmetricom, Inc. for $7.18 per share through a cash tender offer, representing a premium of 49 percent based on the average closing price of Symmetricom's shares of common stock during the 90 trading days ended Oct. 18, 2013. The board of directors of Symmetricom unanimously recommends that Symmetricom's stockholders tender their shares in the tender offer. The total transaction value is approximately $230 million, net of Symmetricom's projected cash balance at closing.

(Logo:  http://photos.prnewswire.com/prnh/20110909/MM66070LOGO)

(Logo:  http://photos.prnewswire.com/prnh/20110829/AQ59077LOGO)

Headquartered in San Jose, Calif., Symmetricom is the world's leading source of highly precise timekeeping technologies and solutions that enable next generation data, voice, mobile and video networks and services. It provides timekeeping in GPS satellites, national time references, and national power grids as well as in critical military and civilian networks.

"The acquisition of Symmetricom will create the largest and most complete timing portfolio in the industry today," stated James J. Peterson, Microsemi president and chief executive officer. "From source to synchronization to distribution, Microsemi will offer an end to end timing solution for an expanded range of markets, driving increased dollar content opportunity and revenue growth."

"The acquisition of Symmetricom by Microsemi will create a powerful combination," said Elizabeth Fetter, Symmetricom's chief executive officer. "I believe Microsemi is the ideal company to leverage Symmetricom's technology and capabilities further into the communications market along with the scale to accelerate the adoption of the company's innovative new chip scale atomic clock (CSAC) technology into broader markets."

Microsemi expects significant synergies from this immediately accretive transaction. Based on current assumptions, Microsemi expects the acquisition to be $0.22 to $0.25 accretive in its first full calendar year ending December 2014.

Microsemi reaffirms its fiscal fourth quarter guidance included in its fiscal third quarter earnings release issued on July 25, 2013. Microsemi currently intends to announce its fiscal fourth quarter results on Nov. 7, 2013. Further details will be forthcoming.

Tender Offer and Closing

Under the terms of the definitive acquisition agreement, Microsemi will commence a cash tender offer to acquire Symmetricom's outstanding shares of common stock at $7.18 per share, net to each holder in cash. Upon satisfaction of the conditions to the tender offer and after such time as all shares tendered in the tender offer are accepted for payment, the agreement provides for the parties to effect, as promptly as practicable, a merger which would result in all shares not tendered in the tender offer being converted into the right to receive $7.18 per share in cash. The tender offer is subject to customary  conditions, including the tender of at least a majority of the fully-diluted shares of Symmetricom's common stock and certain regulatory approvals,  including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and is expected to close in Microsemi's fiscal first quarter, ending Dec. 29, 2013. No approval of the stockholders of Microsemi is required in connection with the proposed transaction. Terms of the agreement were unanimously approved by the boards of directors of both Microsemi and Symmetricom.

Under the terms of the merger agreement, Symmetricom may solicit superior proposals from third parties for a "go shop" period that extends through Nov. 8, 2013. It is not anticipated that any developments will be disclosed with regard to this process unless and until Symmetricom's board of directors makes a decision to pursue a potential superior proposal. Jefferies LLC, which is acting as Symmetricom's financial adviser, will assist Symmetricom with Symmetricom's go-shop process. There are no guarantees that this process will result in a superior proposal.  The merger agreement provides Microsemi with a customary right to match a superior proposal. The agreement also provides for certain termination fees payable to Microsemi in connection with the termination of the agreement in certain circumstances.

Jefferies LLC is acting as financial adviser and Latham & Watkins LLP is acting as legal adviser to Symmetricom. Morgan Stanley provided a fairness opinion to Microsemi and O'Melveny & Myers LLP is acting as legal adviser to Microsemi.  

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