UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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PERICOM SEMICONDUCTOR CORPORATION
(Name of registrant as specified in its charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Filed by Pericom Semiconductor Corporation
Commission File No. 000-27026
Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934
Subject Company: Pericom Semiconductor Corporation
Commission File No. 000-27026
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Diodes to Acquire Pericom Semiconductor
September 3, 2015
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Page 2
Safe Harbor Statement
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: Any statements set forth above that are not historical facts are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such statements include statements as to: the expected benefits of the acquisition, including the acquisition being immediately accretive; the efficiencies, cost savings, revenues, and enhanced product offerings, market position, and design and manufacturing capabilities of Diodes after the acquisition; and other statements identified by words such as “estimates,” “expects,” “projects,” “plans,” “will” and similar expressions.
Potential risks and uncertainties include, but are not limited to, such factors as: the possibility that the transaction may not be consummated, including as a result of any of the conditions precedent; the risk of superior acquisition proposal from other parties; the risk of Diodes being unable to obtain sufficient financing from lenders to complete the acquisition; the risk of global market downturn conditions and volatilities impacting the completion of the acquisition or the funding; the risk that Pericom’s business will not be integrated successfully into Diodes’; the risk that the expected benefits of the acquisition may not be realized, including the realization of the accretive effect of the acquisition; the risk that Pericom’s standards, procedures and controls will not be brought into conformance within Diodes’ operation; difficulties coordinating Diodes’ and Pericom’s new product and process development, hiring additional management and other critical personnel, and increasing the scope, geographic diversity and complexity of Diodes’ operations; difficulties in consolidating facilities and transferring processes and know-how; difficulties in reducing the cost of Pericom’s business; the diversion of our management’s attention from the management of our business; Diodes may not be able to maintain its current growth strategy or continue to maintain its current performance, costs and loadings in its manufacturing facilities; risks of domestic and foreign operations, including excessive operation costs, labor shortages, higher tax rates and Diodes’ joint venture prospects; unfavorable currency exchange rates; and the impact of competition and other risk factors relating to our industry and business as detailed from time to time in Diodes’ filings with the United States Securities and Exchange Commission.
Additional Information and Where to Find It
Pericom intends to file a proxy statement in connection with the merger. Investors and security holders are urged to read the proxy statement when it becomes available because it will contain important information about the transaction. Investors and security holders may obtain free copies of these documents (when they are available) and other documents filed with the SEC at the SEC’s web site at www.sec.gov. Diodes, Pericom and their directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Pericom in connection with the merger. Information regarding the special interest of these directors and executive officers in the transaction will be included in the proxy statement described above. Additional information regarding the directors and executive officers of Period is also included in Pericom’s proxy statement for its 2014 annual meeting of shareholders, which was filed with the SEC on October 16, 2014. Additional information regarding the directors and executive officers of Diodes is also included in Diodes’ proxy statement for its 2015 annual meeting of stockholders, which was filed with the SEC on April 16, 2015. These documents are available free of charge at the SEC’s website at www.sec.gov and as described above.
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A Winning Combination
A Strong Global Partnership
2014 Revenue $891M 2014 Gross Margin 31.1%
2014 Revenue $130M
2014 Gross Margin 42.3%
SYNERGIES
High volume Discrete, Analog and Logic products Cost efficient manufacturing capabilities Strong global presence Broad product and customer base
3 C’s and industrial with emerging focus on Automotive
Switches, Signal Integrity, Connectivity and Timing products Focus on emerging connectivity platforms Deep customer relationships Strong presence in networking and data center with growing automotive position
Broader Analog and added mixed-signal product lines Expanded platform content in applications where Diodes is already strong Operating Synergies Technology presence to advance Diodes product roadmap Customer / application space depth within target markets
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Pericom Semiconductor Highlights
Business Overview Corporate Overview Manufacturing Overview Financial Overview
Worldwide semiconductor supplier specializing in the timing, switching, signal conditioning and bridging of serial high speed signals Comprehensive timing and connectivity solutions for networking, computing, consumer, and industrial applications
Founded in 1990; IPO 1997 (PSEM) on Nasdaq Headquartered in Milpitas, California
Sales offices in US, Taiwan, China, Korea, Singapore, Japan and UK 900 employees; over 100 patents
In-house design centers in North America and Asia
Uses fabless/subcon assembly/test manufacturing model for IC’s, in-house manufacturing for crystal/oscillator
FY 2015 (6/30/2015) revenues of $129 million FY 2015 Gross Margin of 44.9%
FY 2015 cash and short-term investments of $129 million
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Transaction Rationale
Strengthen Product Offering
Expanded Application Presence and Depth
Enhanced Scale
Leverage Technology Position and Portfolio Breadth
Growth and Integration Opportunities
Increases the analog footprint and adds a strong mixed-signal offering Extensive timing, switching and signal conditioning solutions
Interface product line to complement Diodes’ standard product portfolio
New connectivity platforms and standards
Added platform value in smart phones, tablets, and notebook computing Increased position in networking, servers, and embedded automotive Capitalize on deep customer relationships in focus end equipments
Potential profitability improvement through operating and manufacturing efficiencies
Expanded customer and market presence for acquired products through Diodes’ extensive sales network and channel
Cross-utilization of technology capability and design blocks to accelerate Diodes portfolio growth Cross-selling of complementary product lines in emerging applications
In-line with Diodes’ strategy to drive growth through select acquisitions
Successful track record of revenue expansion, cost reduction, and business rationalization (FabTech in 2000, Anachip and APD in 2006, Zetex in 2008, BCD and PAM in 2013)
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Broad Consolidated Product Offering
Discrete
Diodes Rectifiers
Schottky Diodes Schottky Rectifiers
Zener Diodes Super Barrier Rectifiers
Switching Diodes Standard Rectifiers
SBRâ Diodes Fast Recovery Rectifiers
Power Zener Diodes Bridge Rectifiers
Power Rectifier Diodes
MOSFETs Protection Devices
Small Signal MOSFETs TVS
Power MOSFETs Low CJ TVS
Protected MOSFETs Thyristor Surge Protection
High Voltage MOSFETS Data Line Protection
Complementary Pairs
H-Bridges
IntelliFETâ
Bipolar Transistors Function Specific Arrays
Small Signal BJT Relay Drivers
Pre-biased BJT Discrete Load Switches
Medium Power BJT Discrete Voltage Regulators
High Power BJT MOSFET Gate-Drivers
Darlington Transistors
Gate-Drivers
Low Saturation BJT
H-Bridges
Standard Products ASSP
Standard Linear Power Management ICs Connectivity
Linear Voltage Regulators DC-DC Switching Regulators Switches
Standard Linear Regulators Buck Signal Switches
Quasi Low Dropout Regulators Boost Mux controllers
Low Dropout Regulators Buck/Boost/Inverter
Signal Integrity
Voltage References AC/DC Solutions Repeaters
Shunt References Primary-Side Regulators ReDrivers
Micropower References PWM
BJT Switches Connectivity
Current Monitors Voltage PCIe Bridges
Current Output PCIe Packet Switches
Voltage Output Power Switches UARTs
Load Switches
Operational Amplifiers HDMI Switches Sensors
Hall Switches
Comparators USB Hall Latches
USB Switches Smart Fan Drivers
Timing Products Charging control Motor Controllers
Clocks Temperature Sensors
Timer ICs LED Drivers Magnetic Sensors
Crystals Charge Pump
Oscillators Boost Digital Broadcast by Satellite
Buck Fixed Bias Generators
Standard Logic ICs Linear LED Drivers Switched Bias Generators
Single Gate LED backlighting Multiplex Controllers
Dual Gate Integrated Switch Matrix
Standard Logic Power Supply DBS Interface
Translaters MOSFET Controllers STB Power
Analog Switches Active OR-ing Controllers
Registers Chargers Audio
Class D Amplifiers
Analog Input Amplifiers
IntelliFET and SBR are the registered trademark of Diodes Incorporated and its affiliates.
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Pericom Total Timing Solutions
Comprehensive portfolio for complete clock tree solutions
Highest frequency clock buffers
Low voltage, low power clock generators Real time clock (RTC) generators Programmable crystal oscillators Ultra low jitter crystal oscillators Temperature compensated crystal oscillators
Timing solutions for attractive markets
Cloud computing / server storage Embedded automotive infotainment Internet of Things (IoT)
Owned manufacturing for advantaged cost infrastructure
Integrated operations for crystal and crystal oscillator manufacturing
Automated and automotive-certified facility in Taiwan focuses on crystal oscillators Fully automated facility in Jinan, China focuses on crystal manufacturing
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Highly Attractive Market Opportunity
10Gbps reversible connector: single USB cable for data, audio, video and power Driven by next generation mobility platforms: notebook, smart phone, tablet, portable consumer
Flexible “charge anywhere” approach to personal electronics
Will drive conversion in storage, server, and Ultra HD displays
Combined Diodes+Pericom offers complete system solution
Extensive Pericom offering for USB connectivity:
High performance cross bar signal switches USB3 / DisplayPort1.2 ReDrivers USB charging controllers High bandwidth USB3.1 multiplex/demultiplex Plug orientation detectors
Diodes USB portfolio focused on power management:
USB power switches
Transient voltage suppressors ACDC primary side controllers Power MOSFETs Active rectifier
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Improved Segment Balance
Diodes End Markets Computing Pericom End Markets Computing
17% Industrial 33% Industrial
Consumer
23% 15%
33% 13%
Consumer
22% 34%
5% 5%
Communications Communications
Automotive Automotive
Co Computing ? Increased participation
in enterprise networking
19% Industrial and wireless access
Consumer
22% ? Stronger presence in
31% server, storage and
cloud computing
23% ? Foothold in embedded
5% automotive
Automotive
Communications
Note: Segments tie to Diodes application classification
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Global Manufacturing Infrastructure
Neuhaus, Germany
Packaging Chengdu, China
Packaging
2
Oldham, UK 3 Jinan, China
Wafer Fab Crystal Fab, Packaging
1 1
4 Shanghai, China
5 6 Wafer Fab
Kansas City, MO 2 Shanghai, China
Wafer Fab Packaging
Jhongli, Taiwan
Oscillator Module Packaging
1
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Financial Overview Post Acquisition
Large revenue base with $1B annual combined revenue
Gross profit margin lift in 2Q15 to 33.5% with solid growth trend Immediately accretive to GAAP EPS
Summary Pro Forma Financials
Company
2Q15 2Q15 TTM 2Q15 2Q15 TTM 2Q15 2Q15 TTM
Revenue ($M) 219.5 883.1 30.6 128.8 250.0 1011.9
Gross Profit ($M) 69.4 278.7 14.2 57.8 83.6 336.6
Gross Profit Margin 31.6% 31.6% 46.5% 44.9% 33.5% 33.3%
R&D ($M) 13.6 53.3 4.3 17.9 17.9 71.2
R&D% 6.2% 6.0% 13.9% 13.9% 7.1% 7.0%
Total OpEx ($M) 47.4 192.8 11.7 47.9 59.1 240.7
Total OpEx% 21.6% 21.8% 38.3% 37.1% 23.7% 23.8%
PFO ($M) 22.0 85.9 2.5 10.0 24.5 95.9
PFO% 10.0% 9.7% 8.2% 7.7% 9.8% 9.5%
Note: All dates reflect calendar quarter
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Pericom Fits Diodes’ M&A Strategy
SYNERGISTIC FACTORS Accretive in 1 year Enter new product area
Access to new markets / new customers Strengthen regional sales potential Gain access to process and/or packaging technology
Synergistic with Diodes’ packaging capabilities and capacity
Degree of
FIT
1
1
1
1
2
2
1=Very synergistic, 2=Synergistic, 3=Fairly Synergistic
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Diodes Strategy: Profitable Growth
Pericom is another key milestone
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Thank you
Company Contact: Investor Relations Contact:
Diodes Incorporated Shelton Group
Laura Mehrl Leanne K. Sievers
Director of Investor Relations EVP, Investor Relations
P: 972-987-3959 P: 949-224-3874
E: laura_mehrl@diodes.com E: lsievers@diodes.com
www.diodes.com
Additional Information and Where to Find It
Pericom Semiconductor Corporation (“Pericom” or the “Company”) intends to file with the Securities and Exchange Commission (the “SEC”) a proxy statement in connection with its proposed acquisition by Diodes and furnish or file other materials with the SEC in connection with the proposed transaction. The definitive proxy statement will be sent or given to the shareholders of the Company and will contain important information about the proposed transaction and related matters. BEFORE MAKING ANY VOTING DECISION, PERICOM’S SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND THOSE OTHER MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. The proxy statement and other relevant materials (when they become available), and any other documents filed by Pericom 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 proxy statement from Pericom by contacting Pericom’s Investor Relations by telephone at (408) 232-9100, or by mail to Investor Relations Department, 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.
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 will be included in the proxy statement described above. Additional information regarding the directors and executive officers of Pericom is included in proxy statement for its 2014 Annual Meeting, which was filed with the SEC on October 16, 2014, and is supplemented by other public filings made, and to be made, with the SEC by Pericom.
Cautionary Statement Regarding Forward-Looking Statements
This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, 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 the 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.