Pericom Semiconductor Corporation ("Pericom" or the "Company") (NASDAQ: PSEM) announced today that, based on a preliminary count of the votes cast at the Company's Special Meeting of Shareholders held this morning, Pericom shareholders have approved the previously announced Agreement and Plan of Merger between Diodes Incorporated ("Diodes") (NASDAQ: DIOD) and Pericom (the "Agreement").
Based on the preliminary count by MacKenzie Partners, Inc., Pericom's proxy solicitor, approximately 15.4 million shares were voted in favor of the Agreement, or 70.3% of the total shares outstanding and 93.2% of the total shares voted. As of September 22, 2015, the record date for the Special Meeting, there were approximately 21.9 million shares of Pericom common stock outstanding.
"We are extremely pleased with the outcome of today's vote," said Alex Hui, Chairman and CEO of Pericom. "The Pericom Board of Directors and management team recognize and appreciate the support and patience of our shareholders throughout this process, and we are eager to reward them with the value they deserve. We look forward to joining the Diodes family. The combined company's expanded size and scale will enable us to offer a broader range of products to a larger customer base, driving higher levels of growth than Pericom would have been able to achieve as a standalone company."
Pursuant to the terms of the Agreement and pending final certification of the voting results, Diodes will acquire Pericom for the agreed-upon purchase price of $17.75 per share. As the transaction is not subject to regulatory approval, it is expected to close shortly after the certification by the independent inspector of elections of the final results of today's voting at the Special Meeting. Pericom expects final results to be announced early next week.
Cowen and Company is serving as independent financial advisor to Pericom, and Latham & Watkins LLP is serving as the Company's outside legal counsel.