PMC-Sierra Announces Receipt of Unsolicited Proposal from Microsemi Corporation

Reiterates Commitment to Skyworks Transaction

Announces Intention to Enter into Discussions with Microsemi

SUNNYVALE, Calif.–(BUSINESS WIRE)–PMC-Sierra, Inc. (PMC®) (NASDAQ: PMCS), the semiconductor and software
solutions innovator transforming networks that connect, move and store
big data, today announced that it has received an unsolicited proposal
from Microsemi Corporation (NASDAQ: MSCC) to acquire all of the
outstanding shares of PMC common stock, in a cash and stock transaction.
Under the terms of Microsemi’s proposal, PMC stockholders would receive
$9.04 in cash and 0.0771 of a share of Microsemi common stock for each
share of PMC common stock held at the close of the transaction. Based on
the closing stock price of Microsemi common stock on Oct. 29, 2015, the
Microsemi proposal was valued at $11.88 per share of PMC common stock.

PMC had previously announced (on October 30, 2015) that it had entered
into an amended and restated merger agreement with Skyworks Solutions,
Inc. (NASDAQ: SWKS) pursuant to which Skyworks would acquire all of the
outstanding shares of PMC common stock for $11.60 per share in an
all-cash transaction.

PMC’s board of directors is evaluating Microsemi’s proposal and has not
made a determination as to whether the proposal constitutes a Superior
Proposal under the terms of PMC’s merger agreement with Skyworks.
However, PMC’s board of directors believes, after consultation with its
financial advisors and outside legal counsel, that the Microsemi
proposal would reasonably be expected to lead to a Superior Proposal,
and that the failure to participate in discussions with Microsemi would
reasonably be expected to be inconsistent with the board’s fiduciary
duties, so it has determined to engage in discussions with Microsemi.
There can be no assurances that any definitive agreement or transaction
will result from the Microsemi proposal or PMC’s discussions with
Microsemi.

PMC’s board of directors continues to recommend the amended and restated
merger agreement with Skyworks to its stockholders. PMC’s board of
directors is not modifying or withdrawing its recommendation with
respect to the amended and restated merger agreement and the merger with
Skyworks, or proposing to do so, and is not making any recommendation
with respect to the Microsemi proposal.

Qatalyst Partners LP and Needham & Company, LLC are acting as financial
advisors to PMC and Skadden, Arps, Slate, Meagher & Flom LLP is acting
as legal advisor.

About PMC

PMC (NASDAQ: PMCS) is the semiconductor and software solutions innovator
transforming networks that connect, move and store big data. Building on
a track record of technology leadership, PMC is driving innovation
across storage, optical and mobile networks. PMC’s highly integrated
solutions increase performance and enable next-generation services to
accelerate the network transformation. For more information, visit www.pmcs.com.
Follow PMC on Facebook,
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and RSS.

Additional Information and Where You Can Find It

PMC plans to file with the SEC and mail to our stockholders a proxy
statement in connection with the proposed Skyworks transaction.
Additionally, PMC may file other relevant materials with the SEC in
connection with the proposed Skyworks transaction. The proxy statement
and other relevant materials will contain important information about
PMC, Skyworks, the proposed transaction, and related matters.
Investors and security holders are urged to read the proxy statement and
the other relevant materials with respect to the proposed merger with
Skyworks carefully in their entirety when they become available before
making any voting or investment decision with respect to the proposed
merger with Skyworks because they will contain important information
about the proposed merger and the parties to the merger.

This document does not constitute an offer to sell or exchange, or the
solicitation of an offer to buy or exchange, any securities, nor shall
there be any sale of securities in any jurisdiction in which such offer,
sale or exchange would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. If a
negotiated transaction between PMC and Microsemi is agreed, Microsemi
will prepare and file a registration statement and proposed Exchange
Offer documents related to the proposed transaction. PMC, and possibly
Microsemi, may also file other documents with the SEC regarding the
proposed transaction. PMC will file a Recommendation Statement on
Schedule 14D-9 with the SEC and expects to file amendments thereto. This
document is not a substitute for any prospectus, Schedule 14D-9 or any
other document which PMC or Microsemi may file with the SEC in
connection with the proposed transaction. If a negotiated transaction
between PMC and Microsemi is agreed, investors and security holders are
urged to read the Recommendation Statement on Schedule 14D-9 and the
other relevant materials with respect to the proposed transaction with
Microsemi carefully and in their entirety when they become available
before making any investment decision with respect to the proposed
transaction with Microsemi, because they will contain important
information about the proposed transaction with Microsemi.

Investors and security holders will be able to obtain free copies of the
proxy statement or the Recommendation Statement on Schedule 14D-9, as
applicable, and relevant other documents filed with the SEC by PMC,
Skyworks and/or Microsemi through the website maintained by the SEC at www.sec.gov.
In addition, investors and security holders will be able to obtain free
copies of the proxy statement, Recommendation Statement on Schedule
14D-9 and the other relevant documents filed with the SEC by PMC from
PMC by contacting Joel Achramowicz at (408) 239-8630.

PMC and its directors and executive officers may be deemed to be
participants in the solicitation of proxies in respect of the
transactions contemplated by the merger agreement with Skyworks.
Information regarding PMC’s directors and executive officers and their
ownership of PMC’s common stock is contained in PMC’s Form 10-K for the
year ended December 27, 2014, and its proxy statement dated March 20,
2015, which are filed with the SEC. Additional information regarding the
participants in the solicitation of proxies in respect of the
transaction contemplated by the merger agreement and a description of
their direct and indirect interests, by security holdings or otherwise,
will be contained in any proxy statement and other relevant materials to
be filed with the SEC if and when they become available.

Forward-Looking Statements

This press release contains statements that may be deemed to be
forward-looking statements within the meaning of the “safe harbor”
provisions of the Private Securities Litigation Reform Act of 1995,
Section 27A of the Securities Act of 1933, and Section 21E of the
Securities Exchange Act of 1934. These statements are based on PMC and
its board of directors’ current expectations and beliefs and are subject
to a number of factors and uncertainties that could cause actual results
to differ materially from those described in these statements. These
statements include the statement that the Microsemi proposal was valued
at $11.88 per share of PMC common stock based on the closing price of
Microsemi stock on Oct. 29, 2015, and the statement that PMC’s board of
directors has not made a determination as to whether the Microsemi
proposal constitutes or would be reasonably likely to lead to a Superior
Proposal under the terms of PMC’s merger agreement with Skyworks.

The following factors, among others, could cause actual results to
differ materially from those described in these forward-looking
statements: the determinations made by PMC’s board of directors
following its evaluation of the Microsemi proposal; actions of Skyworks
in response to any discussions with Microsemi; the results of
discussions with Microsemi; the impact of actions of other parties with
respect to any discussions and the potential consummation of the
proposed transaction with Skyworks; the outcome of any legal proceedings
that could be instituted against PMC or its directors related to the
discussions or the proposed merger agreement with Skyworks; changes in
the proposal from Microsemi; the occurrence of any event, change or
other circumstances that could give rise to the termination of the
proposed merger agreement with Skyworks; the inability to complete the
proposed merger with Skyworks due to the failure to obtain stockholder
approval for the merger or the failure to satisfy other conditions to
completion of the merger, including the receipt of all regulatory
approvals related to the merger; the failure of Skyworks to obtain the
necessary financing arrangements set forth in the debt commitment
letters delivered pursuant to the proposed merger agreement with
Skyworks; risks that the proposed transaction with Skyworks or Microsemi
disrupts current plans and operations; potential difficulties in
employee retention as a result of the proposed merger with Skyworks or
the Microsemi proposal; the possibility that various conditions to the
consummation of the Microsemi exchange offer and merger may not be
satisfied or waived, including the receipt of all regulatory approvals
related to the merger; the failure of Microsemi to obtain the necessary
financing arrangements set forth in the debt commitment letters
delivered pursuant to the merger agreement; uncertainty as to how many
shares of PMC common stock will be tendered into the Microsemi exchange
offer; the risk that the Microsemi exchange offer and merger will not
close within the anticipated time periods; risks related to the ultimate
outcome and results of integrating the operations of Microsemi and PMC,
the ultimate outcome of Microsemi’s operating strategy applied to PMC
and the ultimate ability to realize synergies; the effects of the
business combination of Microsemi and PMC, including the combined
company’s future financial condition, operating results, strategy and
plans; risks related to Microsemi’s ability to successfully implement
its acquisitions strategy or integrate other acquired companies;
uncertainty as to the future profitability of businesses acquired by
Microsemi, and delays in the realization of, or the failure to realize,
any accretion from acquisition transactions by Microsemi; risks related
to Microsemi’s reliance on government contracts for a significant
portion of its sales, including impacts of any termination or
renegotiation of such contracts, uncertainties of governmental
appropriations and national defense policies and priorities and effects
of any past or future government shutdowns; the risk of downturns in the
highly cyclical semiconductor industry; the effects of local and
national economic, credit and capital market conditions on the proposed
transactions or on the economy in general, as well as those risks and
uncertainties discussed from time to time in our other reports and other
public filings with the SEC, including, but not limited to, those
detailed in PMC’s Annual Report on Form 10-K for the year ended December
27, 2014, and our most recent quarterly report filed with the SEC and
Microsemi’s Annual Report on Form 10-K for the year ended September 28,
2014 and its most recent quarterly report filed with the SEC. The
forward-looking statements contained herein are made only as of the date
hereof, and we undertake no obligation to update or revise the
forward-looking statements, whether as a result of new information,
future events or otherwise.

© Copyright PMC-Sierra, Inc. 2015. All rights reserved. PMC and
PMC-SIERRA are registered trademarks of PMC-Sierra, Inc. in the United
States and other countries, PMCS is a trademark of PMC-Sierra, Inc. PMC
disclaims any ownership rights in other product and company names
mentioned herein. PMC is the corporate brand of PMC-Sierra, Inc.

Contacts

PMC-Sierra, Inc.
Joel Achramowicz, 1-408-239-8630
Director,
Investor Relations
Joel.Achramowicz@pmcs.com
or
Kim
Mason
, 1-604-415-6239
Manager, Corporate Communications
kim.mason@pmcs.com