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Components | September 05, 2011

Zarlink's Board rejects Microsemi's offers

Zarlink Semiconductor's Board of Directors unanimously recommends that shareholders and debenture holders reject the unsolicited offers of August 17, 2011 by Microsemi Corporation's wholly-owned subsidiary.
"The Microsemi Offers significantly undervalue Zarlink, are highly opportunistic as they come at an inflection point in Zarlink's financial, technological and operational repositioning and do not provide our shareholders and debentureholders with the value of our repositioning," said Adam Chowaniec, Zarlink's Chairman. He noted that "the Board believes, based on the level of interest which has been expressed to date, that it is likely that a transaction will emerge from the Board's strategic process which is superior to the Microsemi Offers."

The reasons for the Board's recommendation are described in detail in Zarlink's directors' circular filed today with the Canadian securities regulators and the U.S. Securities and Exchange Commission.

All of Zarlink's directors and officers, as well as its former President and Chief Executive Officer, intend to reject the Microsemi offers.

Zarlink has initiated contact with, and been approached by, third parties who have expressed an interest in exploring a transaction with the company to acquire either all or certain significant parts of the company's business. Interested parties have signed confidentiality and standstill agreements (NDAs) with Zarlink.

Zarlink's management, together with its financial advisors, met with, made detailed presentations to and distributed confidential information memoranda containing detailed financial, technical and operational information to those parties that have entered into NDAs.

A number of parties have begun a due diligence process and have expressed interest in pursuing a transaction with Zarlink. Fifteen parties that signed NDAs are actively involved in the process and are in various stages of advancement.

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