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Components | August 18, 2011

Microsemi goes ahead with Zarlink offer

Microsemi Corporation formally commences offers to acquire all of the outstanding shares and debentures of Zarlink Semiconductor Inc.
Microsemi Corporation (Microsemi) announced that 0916753 B.C. ULC, an indirect wholly-owned subsidiary, has formally commenced its offers to acquire all of the outstanding common shares, together with associated rights outstanding under the shareholder rights plan of Zarlink Semiconductor Inc. (Zarlink), and all of the outstanding 6% unsecured, subordinated convertible debentures maturing on September 30, 2012 of Zarlink.

Shareholders of Zarlink will be entitled to receive CAD 3.35 for each common share validly deposited and debentureholders of Zarlink will be entitled to receive CAD 1'367.35 per CAD 1'000.00 principal amount of the convertible debentures validly deposited plus accrued and unpaid interest to the date such debentures are taken up.

“We are committed to building and strengthening Zarlink’s business, and believe our offers provide a superior outcome for Zarlink’s shareholders, debentureholders, employees, customers and the local economy,” said James J. Peterson, Microsemi’s president and chief executive officer. “We believe this proposed acquisition provides considerable growth opportunities, and greatly benefits the security holders of both companies.”

“We are disappointed by Zarlink’s Board of Directors’ insistence on placing onerous restrictions on Microsemi that would have prevented us from presenting our attractive offers to Zarlink’s shareholders and debentureholders,” added Peterson. “Under these circumstances, and in the absence of a more attractive alternative, Microsemi is compelled to take its offer directly to shareholders. Zarlink shareholders will receive a substantial premium, in cash, and without execution or macroeconomic risk.”

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