Microsemi to acquire Symmetricom

ALISO VIEJO, SAN JOSE and SANTA ROSA -- Microsemi Corporation (Nasdaq: MSCC), a provider of semiconductor solutions differentiated by power, security, reliability and performance, entered into a definitive agreement to acquire Symmetricom, Inc. (Nasdaq: SYMM), a global maker of precision time and frequency technologies, for $7.18 per share through a cash tender offer.

The board of directors of San Jose-based Symmetricom, which has an office in north Santa Rosa, unanimously recommends that Symmetricom's stockholders tender their shares in the tender offer. The total transaction value is approximately $230 million.

Symmetricom provides highly precise timekeeping technologies and solutions that data, voice, mobile and video networks, used for timekeeping in GPS satellites, national time references, and national power grids as well as in critical military and civilian networks.

"The acquisition of Symmetricom will create the largest and most complete timing portfolio in the industry today," stated James J. Peterson, Microsemi president and chief executive officer. "From source to synchronization to distribution, Microsemi will offer an end to end timing solution for an expanded range of markets, driving increased dollar content opportunity and revenue growth."

"The acquisition of Symmetricom by Microsemi will create a powerful combination," said Elizabeth Fetter, Symmetricom's chief executive officer. "I believe Microsemi is the ideal company to leverage Symmetricom's technology and capabilities further into the communications market along with the scale to accelerate the adoption of the company's innovative new chip scale atomic clock (CSAC) technology into broader markets."

Jefferies LLC is acting as financial adviser and Latham & Watkins LLP is acting as legal adviser to Symmetricom. Morgan Stanley provided a fairness opinion to Microsemi and O'Melveny & Myers LLP is acting as legal adviser to Microsemi.

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