According to the Complaint, Microsemi Corporation ("Microsemi") designs, manufactures and markets high performance analog and mixed-signal semiconductor solutions.
On March 1, 2018, Microsemi issued a press release announcing it had entered into an Agreement and Plan of Merger (the “Merger Agreement”) to sell Microsemi to Microchip Technology Incorporated (“Microchip”) for $68.78 in cash per Microsemi common share (the “Merger Consideration”). The Proposed Transaction is valued at approximately $8.35 billion.
On April 19, 2018, Microsemi filed a Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) with the SEC. The Complaint alleges that the Proxy Statement, which recommends that Microsemi stockholders vote in favor of the Proposed Transaction, omits or misrepresents material information concerning, among other things: (i) Microsemi insiders’ potential conflicts of interest; (ii) Microsemi’s financial projections, relied upon by the Company’s financial advisor, Qatalyst Partners LP (“Qatalyst”); and (iii) the data and inputs underlying the financial valuation analyses that support the fairness opinion provided by Qatalyst. The alleged failure to adequately disclose such material information constitutes a violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) as Microsemi stockholders need such information in order to cast a fully informed vote or seek appraisal in connection with the Proposed Transaction.
This case was voluntarily dismissed by the Plaintiff on June 22, 2018.