DATED NOVEMBER 12, 2015
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant ¨
Filed by a Party other than the Registrant þ
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| þ | Definitive Additional Materials |
| ¨ | Soliciting Materials under § 240.14a-12 |
PERICOM SEMICONDUCTOR CORPORATION
(Name of Registrant as Specified in its Charter)
MONTAGE TECHNOLOGY GROUP LIMITED
PORSCHE ACQUISITION SUB, INC.
HOWARD YANG
STEPHEN TAI
MARK VOLL
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| | (1) | Title of each class of securities to which transaction applies: |
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| | (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0- 11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| | (4) | Proposed maximum aggregate value of transaction: |
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| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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On November 12, 2015, Montage issued the following press release:
Montage Urges Pericom Shareholders to Vote AGAINST the Proposed Diodes Acquisition on the GOLD Proxy Card
MILPITAS, CA, November 12, 2015 — Montage Technology Group Limited (“Montage”) today issued the following statement in response to a report issued by proxy advisory firm Glass, Lewis & Co. (“Glass Lewis”) dated November 11, 2015. Montage notes independent proxy voting and corporate governance advisory firm Egan-Jones Proxy Services (“Egan Jones”) has recommended that Pericom shareholders vote AGAINST the proposed Diodes transaction at the special meeting of Pericom shareholders on November 20, 2015.
Montage issued the following statement:
We strongly believe that Glass Lewis reached the wrong conclusion in failing to recommend that Pericom shareholders vote AGAINST the proposed Diodes transaction. Montage urges Pericom shareholders to vote AGAINST the Diodes proposal on the GOLD proxy card and preserve their right to pursue afinancially superior $18.50 per share binding offer from Montage.
Montage reminds Pericom shareholders that its offer is not subject to any regulatory or financing conditions and will provide Pericom shareholders with immediate payment upon closing, the same timing as the Diodes proposal. We urge Pericom shareholders to act in their own best interests and stop the Pericom Board from proceeding with the inferior Diodes transaction.
VOTE THE GOLD PROXY CARD TODAY!
As the meeting is fast approaching, Montage urges Pericom shareholders to protect the value of their investment by voting “AGAINST” the Diodes acquisition proposal on theGOLD proxy card TODAY.
EVERY VOTE IS IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES.
Shareholders who have questions or need assistance voting their shares may contact:
INNISFREE M&A INCORPORATED
+ (888) 750-5834 (toll-free from the US and Canada)
+ (412) 412-232-3651 (from other countries)
Remember—only the latest-dated proxy card counts!
Barclays is acting as financial advisor to Montage and O’Melveny & Myers LLP is serving as legal counsel.
Montage and its directors, executive officers and certain employees may be deemed, under 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 and its directors, executive officers and employees are set forth in a definitive proxy statement that was filed with the SEC on October 26, 2015 (the “Montage Proxy”).
Investors are urged to read in its entirety the Montage Proxy which is available now 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 with the SEC, may be obtained free of charge at the SEC web site at www.sec.gov. The Montage Proxy and such other documents may also be obtained free of charge by contacting Innisfree M&A Incorporated, Montage’s proxy solicitor, toll-free at: (888) 750-5834 or 501 Madison Avenue, 20th Floor, New York, New York 10022.
About Montage
Montage is a global fabless provider of analog and mixed-signal semiconductor solutions currently addressing the home entertainment and cloud computing markets. In the home entertainment market, Montage’s technology platform enables the Company to design highly integrated end-to-end solutions with customized software for set-top boxes. These solutions optimize signal processing performance under demanding operating conditions typically found in emerging marketing environments. In the cloud computing market, Montage offers high performance, low power memory interface solutions that enable memory intensive server applications. Its technology platform approach allows Montage to provide integrated solutions that meet the expanding needs of customers through continuous innovation, efficient design and rapid product development. For more information regarding Montage please visit the Company’s website at www.montage-tech.com.
Company Contact:
Montage
Mark Voll, CFO
(408) 982-2780 or 86-21-6128-5678 x8618
Investor Contact:
Innisfree M&A Incorporated
Arthur Crozier/Jennifer Shotwell/Jon Salzberger
(212) 750-5833
Media Contact:
Joele Frank, Wilkinson Brimmer Katcher
Eric Brielmann or Jed Repko
(415) 869-3950
Mahmoud Siddig
(212) 355-4449
