News

25th October 2011

MediWales member Zarlink Semiconductor acquired by Microsemi

Microsemi Corporation (Nasdaq: MSCC), a leading provider of semiconductor solutions differentiated by power, security, reliability and performance, and Zarlink Semiconductor Inc. (TSX:ZL) today announced that 0916753 B.C. ULC, an indirect wholly-owned subsidiary of Microsemi, has accepted the tender of and will acquire today 123,438,737 Zarlink shares, representing approximately 96 percent of Zarlink’s outstanding shares, and CAD$54,417,000 principal amount of Zarlink convertible debentures, representing approximately 87 percent of Zarlink’s outstanding debentures. With the success of this tender, Microsemi will today take control of Zarlink’s board and operations and will shortly acquire all remaining Zarlink shares not tendered by way of compulsory acquisition under the Canada Business Corporations Act. Microsemi will then take the necessary steps to delist Zarlink from the TSX and to cease to be a reporting issuer under Canadian and U.S. securities laws.

Prior to effecting a compulsory acquisition of the remaining shares and redemption of the remaining debentures, which would result in a delay in payment to the remaining shareholders and debentureholders, Microsemi has extended the time for acceptance of the offers to 5 p.m. (Toronto time) on Oct. 24, 2011. A notice of extension will promptly be mailed to holders of Zarlink shares and debentures. A copy of the notice of extension will also be available online at www.sedar.com and www.microsemi.com.

Holders of debentures not tendered to the premium offer of CAD$1,624.49 per $1,000 principal amount of debentures are strongly encouraged to do so prior to the new expiry time of 5 p.m. (Toronto time) on Oct. 24, 2011, failing which Zarlink will redeem their debentures on Nov. 11, 2011 at face value of CAD$1,000. A notice of redemption will be mailed to debentureholders later today.

"We are pleased to announce our success in this tender offer process. As a result, Microsemi assumes control of this business and intends to move swiftly with driving the business forward for our stakeholders," said James J. Peterson, Microsemi president and chief executive officer. "We are anxious to begin capitalizing on the technology capabilities, talented technical team, product roadmap and revenue growth opportunities that this acquisition brings to Microsemi."

Zarlink Board of Directors Recommends Tendering to Amended Offers
The board of directors of Zarlink, after receiving fairness opinions from its financial advisors, RBC Capital Markets and Canaccord Genuity Corp., has unanimously determined that the offers are fair to its shareholders and debentureholders and that it is in the best interests of the company to support and facilitate the offers. The board has approved the offers and recommends that Zarlink shareholders and debentureholders tender their shares and debentures to the amended offers.

How to Tender Shares and Debentures to The Amended Offers
Microsemi’s amended offers expire at 5 p.m. (Toronto time) on Oct. 24, 2011, unless extended or withdrawn. Microsemi’s Offers Circular and other documents have been mailed to Zarlink shareholders and can be obtained for free from Microsemi’s website or SEDAR.com. Shareholders requiring more information or assistance tendering their shares to the offers should contact the Information Agent for the Offers, Laurel Hill Advisory Group at assistance@laurelhill.com or toll free at 1-877-452-7184.

About Microsemi
Microsemi Corporation (Nasdaq: MSCC) offers a comprehensive portfolio of semiconductor solutions for: aerospace, defense and security; enterprise and communications; and industrial and alternative energy markets. Products include high-performance, high-reliability analog and RF devices, mixed-signal and RF integrated circuits, customizable SoCs, FPGAs, and complete subsystems. Microsemi is headquartered in Aliso Viejo, Calif., and has more than 2,700 employees globally. Learn more at www.microsemi.com.