Microchip Technology Incorporated (NasdaqGS:MCHP) entered into a definitive agreement to acquire Microsemi Corporation (NasdaqGS:MSCC) for $8.3 billion on March 1, 2018. Under the terms of the agreement, each outstanding common stock of Microsemi Corporation (“Microsemi”) will be converted into right to receive $68.78 in cash; each unvested restricted stock units of Microsemi will be assumed by Microchip Technology Incorporated (“Microchip”) by issuing common stock of Microchip derived by multiplying units and Equity Award Exchange Ratio ($68.78/$ value of 10-Day average closing price of Microchip before closing); each vested restricted stock unit and performance stock unit of Microsemi will be cashed out at $68.78 per share (after dilution effect); each option and stock appreciation rights of Microsemi will be assumed by Microchip by issuing stock with the stock value of underlying option and rights multiplied by above mentioned Equity Award Exchange Ratio; each restricted stock outstanding will be cashed out at $68.78 per stock and special shares of series A-1 and series B-1 of Microsemi Storage Solutions Ltd. (a Canadian subsidiary of Microsemi) will be receiving additional cash consideration for each of its shares determined by specified formula in the agreement. Microchip will finance the transaction with approximately $1.6 billion of cash from the combined company balance sheets, approximately $3 billion from Microchip's existing line of credit, approximately $5 billion in new debt, $625 million of a cash bridge loan and $2 billion from newly issued high grade secured bonds. JPMorgan Chase Bank, National Association entered into a commitment letter with Microchip dated March 1, 2018 with commitment to provide a senior secured loan of $5 billion, commitment a 364-day senior secured bridge loan facility in an amount of $625 million and commitment to provide a senior secured revolving credit facility in an amount of $3.1 billion to replace Microchip's existing credit facility to facilitate the funding for the transaction. As of May 21, 2018, Microchip commenced an unregistered offering of senior secured notes, up to $2 billion in aggregate principal amount, of multiple tranches. Microchip intends to use a combination of the net proceeds from the offering of the Notes, cash on hand, borrowings under its revolving credit facility and borrowings under a new term loan facility to fund the cash consideration and other amounts payable in respect of the merger. Upon completion, Microsemi will become a wholly-owned subsidiary of Microchip. Microsemi Corporation will delist its shares from Nasdaq on completion of the transaction. In the event of termination, Microsemi will be obliged to pay Microchip, a termination fee of $290 million. Microchip Technology Incorporated, Chief Executive Officer, Steve Sanghi, President, Ganesh Moorthy, Chief Financial Officer, J. Eric Bjornholt, Secretary, Kim van Herk and Assistant, Secretary Alan Davis became the Executive Officers of Microsemi Corporation.

The transaction is subject customary closing conditions, including the absence of certain legal impediments, the expiration or termination of the required waiting periods under the Hart-Scott-Rodino Antitrust Improvements, the receipt of other antitrust regulatory approvals, and approval by the holders of a majority of the outstanding shares of Microsemi common stock. The transaction is not subject to any financing condition. As on March 1, 2018, the Boards of Microchip Technology and Microsemi Corporation have unanimously approved the transaction. As on April 12, 2018, Microchip Technology received Antitrust Clearance in U.S. The completion of the merger is also subject to obtaining antitrust clearances from China's Ministry of Commerce, the Japan Fair Trade Commission, Taiwan Fair Trade Commission, Philippine Competition Commission, German Federal Cartel Office and Federal Competition Authority in Austria. As on May 7, 2018, the transaction was approved by Japan Fair Trade Commission. As on May 15, 2018, the transaction received antitrust clearances from the Philippine Competition Commission, the Austrian Federal Competition Authority, and the German Federal Cartel Office. The deal is still subject to approval from Taiwan Fair Trade Commission. The transaction is expected to close in the second quarter of calendar year 2018. The transaction is expected to be immediately accretive to Microchip's non- GAAP earnings per share. In the short-term the transaction is expected to add 18% growth in non-GAAP EPS from FY18 to FY19. Microchip anticipates that the merger will be completed in June 2018. As on May 15, 2018, the deal is expected to close in late May/early June 2018. As on May 23, 2018, the transaction has been approved by Taiwan Fair Trade Commission and majority of Microsemi's shareholders, and is expected to close on May 29, 2018.

Madhu Namburi and Drago Rajkovic of JPMorgan Chase & Co. acted as financial advisors for Microchip Technology Incorporated while George Boutros, Adam Howell of Qatalyst Partners LP acted as financial advisors and provided fairness opinion to Microsemi Corporation. Qatalyst Partners LP will be paid a fee of $65 million, $0.25 million of which became payable upon the execution of its engagement letter, $5 million of which became payable upon delivery of its opinion, and the remaining portion of which will be paid upon, and subject to, the completion of the merger. J. Robert Ishii, Patrick Sandor, Matthew Baudler, Erin Malone-Shkurkin, Robert Suffoletta, Kathleen Rothman, Jill Fulwiler, Madeleine Boshart, Lucericia Messiah, James Clessuras, Barath Chari, Mark Fitzgerald, Mark Bass and Eileen Marshall of Wilson Sonsini Goodrich & Rosati, Professional Corporation acted as legal advisors for Microchip Technology Incorporated while Warren Lazarow, Mark Easton, Jeff Walbridge, Robert Fisher, Courtney Dyer, Warren Fox, Angola Russell, Adam Ackerman, Lauren Jaeger and Rebecca Cottrell of O'Melveny & Myers LLP acted as legal advisors for Microsemi Corporation. Steve Camahort and Kirill A. Levashov of Paul, Hastings, Janofsky & Walker LLP acted as legal advisors to Qatalyst Partners LP. D.F. King & Co., Inc. acted as proxy solicitor, and will be paid a fee of approximately $0.015 million, whereas Computershare Shareowner Services LLC acted as transfer agent to Microsemi. Patrick Ryan, Ismael Duran, Jonathan Zane, Kyle Spies, Art Robinson, Jean Park, Robert Meyer, Lori Lesser, Alysha Sekhon, Larry Moss, Monisha Bhayana, Michael Isby, Rob Holo and Nicole Humphrey of Simpson Thacher acted as the legal advisor to JPMorgan Chase Bank, N.A. in connection with the financing of the purchase.