Report of Organizational Actions Affecting Basis of Securities

Transcription

1 Form 8937 (December 2011) Department of the Treasury Internal Revenue Service Part I Reporting Issuer Report of Organizational Actions Affecting Basis of Securities See separate instructions. OMB No Issuer's name 2 Issuer's employer identification number (EIN) Microsemi Corporation Name of contact for additional information 4 Telephone No. of contact 5 address of contact Investor Relations (949) Number and street (or P.O. box if mail is not delivered to street address) of contact 7 City, town, or post office, state, and Zip code of contact One Enterprise Aliso Viejo, California Date of action 9 Classification and description January 15, 2016 Common Stock 10 CUSIP number 11 Serial number(s) 12 Ticker symbol 13 Account number(s) Part II MSCC Organizational Action Attach additional statements if needed. See back of form for additional questions. 14 Describe the organizational action and, if applicable, the date of the action or the date against which shareholders' ownership is measured for the action See attached. 15 Describe the quantitative effect of the organizational action on the basis of the security in the hands of a U.S. taxpayer as an adjustment per share or as a percentage of old basis See attached. 16 Describe the calculation of the change in basis and the data that supports the calculation, such as the market values of securities and the valuation dates See attached. For Paperwork Reduction Act Notice, see the separate Instructions. Cat. No P Form 8937 ( )

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3 MICROSEMI CORPORATION EIN: Attachment to IRS Form 8937 PART II: ORGANIZATIONAL ACTION CONSULT YOUR TAX ADVISOR The information contained herein is being provided pursuant to the requirements of Section 6045B of the Internal Revenue Code of 1986, as amended (the Code ), and includes a general summary regarding the application of certain U.S. federal income tax laws and regulations relating to the effects of the Offer (as defined below) and the Merger (as defined below) on the tax basis of Parent stock received in exchange for Company stock. The information contained herein does not constitute tax advice and does not purport to be complete or to describe the consequences that may apply to particular categories of stockholders. Parent does not provide tax advice to its stockholders. The example provided below is illustrative and is being provided pursuant to Section 6045B of the Code and as a convenience to stockholders and their tax advisors when establishing their specific tax position. You are urged to consult your own tax advisor regarding the particular consequences of the Offer and the Merger to you, including the applicability and effect of all U.S. federal, state and local and foreign tax laws. You also are urged to read the Prospectus/Offer to Exchange of Parent, Sub and the Company on Form 424(B)(3), dated January 13, 2016 (Registration No ), noting especially the discussion on pages under U.S. Federal Income Tax Consequences. You may access the Prospectus/Offer to Exchange at Item 14. Description of Organizational Action: Pursuant to the terms of the Agreement and Plan of Merger, dated as of November 24, 2015 (the Agreement ), Lois Acquisition Corp. ( Sub ), a Delaware corporation and wholly owned subsidiary of Microsemi Corporation, a Delaware corporation ( Parent ), made a tender offer (the Offer ) to purchase any and all of the issued and outstanding common stock of PMC- Sierra, Inc., a Delaware Corporation (the Company ) for (i) $9.22 in cash (the Cash Consideration ) and (ii) (the Exchange Ratio ) duly authorized, validly issued, fully paid and nonassessable shares of Parent common stock (the Share Consideration and together with the Cash Consideration, the Per Share Amount ). Following Sub s acceptance of shares in the Offer, the Company was merged with and into Sub (the Merger ), and the stockholders of the Company that had not tendered their shares pursuant to the Offer received the Per Share Amount for each share held by such shareholders. Parent did not issue any fractional shares of Parent common stock in the Merger. Company stockholders who would otherwise have been entitled to a fractional share of Parent common stock pursuant to the Offer or upon the completion of the Merger instead received an amount in cash (rounded to the nearest cent) determined by multiplying (i) the volume weighted average

4 trading price of Parent common stock on NASDAQ for the five (5) consecutive trading days from 8, 2016 to January 14, 2016, inclusive, by (ii) the fraction of a share of Parent common stock that such holder would otherwise have been entitled to receive. Item 15. Description of the Quantitative Effect of the Organizational Action: A Company stockholder will have a tax basis in each share of Parent common stock received pursuant to the Offer, or in the Merger, equal to the fair market value of Parent common stock at the time the Offer is consummated or the Merger is effective. Fair market value generally is the price at which property would change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or to sell and both having reasonable knowledge of the facts. U.S. federal income tax law does not specifically prescribe how you should determine the fair market value of Parent common stock for purposes of determining your tax basis. You should consult your tax advisor to determine what measure of fair market value is appropriate. There are several possible methods for determining the fair market value of Parent common stock. One possible approach is to utilize the NASDAQ market closing price on January 15, 2016, for Parent common stock ($29.77 per share) as an indication of the fair market value. Other approaches to determine fair market value may also be possible. You are not bound by the approach illustrated above and may, in consultation with your tax advisor, use another approach in determining the fair market value of Parent common stock. Item 16. Description of the Calculation of the Change in Basis: The following is an example of how the tax rules including the basis determination would be applied: Shares of Company common stock owned: 1000 Whole shares of Parent common stock received in the Offer/Merger (1000 shares of Company common stock exchanged for Parent common stock multiplied by the ratio of and rounding down the product thereof): 77 Number of fractional shares of Parent common stock for which cash is paid: 0.1 FMV (as determined pursuant to the method described under Item 15) of each Parent share received: $29.77 Basis in each Parent share received: $29.77

5 Item 17. List of Applicable Internal Revenue Code Sections: The Offer and the Merger are taxable under Section 1001 of the Code. As a result, the basis of each share of Company stock received by Company stockholders in the Offer or the Merger is determined under Section Item 18. Recognition of Loss: Loss may be recognized on this transaction. Item 19. Other Information: The Offer and the Merger became effective on January 15, For a Company stockholder whose taxable year is the calendar year, the reportable tax year is 2016.