Microwave Journal
www.microwavejournal.com/articles/10298-microsemi-completes-tender-offer-for-actel

Microsemi Completes Tender Offer for Actel

November 11, 2010

Microsemi Corp., a manufacturer of high performance analog-mixed signal integrated circuits, high reliability semiconductors and RF subsystems, announced the successful completion of its tender offer, through its wholly owned subsidiary Artful Acquisition Corp., for all outstanding shares of Actel Corp. The tender offer expired at 12:00 midnight, New York City time, on Monday, November 1, 2010. Based upon information provided by Wells Fargo Bank, N.A., the depositary for the tender offer, approximately 23.1 million shares, representing approximately 87.9 percent of Actel’s outstanding shares, were validly tendered and not withdrawn in the offer, together with an additional 860,000 shares tendered by notice of guaranteed delivery. Artful Acquisition Corp. accepted for payment all such validly tendered shares. Microsemi does not intend to offer a subsequent offering period in connection with the offer.

Artful Acquisition Corp. intends to exercise its “top-up” option and thereafter will own sufficient common stock of Actel necessary to effect a "short-form" merger under California law pursuant to which Actel will become a wholly-owned subsidiary of Microsemi, without the need for a meeting of Actel shareholders. In connection with the short-form merger each outstanding share of Actel common stock will be converted into the right to receive $20.88 per share, the same price per share paid in the tender offer. Microsemi intends to complete such merger promptly and upon the completion of such merger Actel’s shares will cease to be traded on the NASDAQ Global Market.

"We are pleased to begin the integration and we look forward to continued execution of Microsemi’s growth strategy," said James J. Peterson, Microsemi President and Chief Executive Officer. “The addition of Actel will deliver compelling synergies to Microsemi as it broadens our mixed-signal and radiation tolerant Aerospace & Defense product portfolio while at the same time expanding Microsemi’s growing system-level capabilities and continued trajectory up the value chain."