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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Contact: David R. Sonksen, Microsemi Corporation, (714) 979-8220
MICROSEMI CORPORATION
ADOPTS SHAREHOLDER RIGHTS PLAN
SANTA ANA, Calif., December 22, 2000 -- Microsemi Corporation (NASDAQ:MSCC),
today announced that its board of directors has approved a shareholder rights
plan to protect stockholders from any unsolicited attempt to acquire the
company. While the shareholder rights plan will not prohibit the acquisition of
the company, it establishes certain rights to help ensure that any acquiror
treats all stockholders equitably. The Rights may be redeemed by the Company at
$.00001 per right at the discretion of the board at any time and therefore
should not interfere with any merger or business combination which is approved
by the Board. The rights, which are distributed as a dividend December 22, 2000
after the close of trading, may be redeemed.
"The plan should be characterized as a precautionary measure. Many companies
have taken similar measures in recent years," states David R. Sonksen, Executive
Vice President and Chief Financial Officer. Mr. Sonksen further noted that "up
to sixty percent of all Standard & Poor's 500 companies have similar shareholder
rights plans in place. The board has unanimously approved the Shareholder
Rights Plan, which is a means of realizing the ultimate desire on the part of
the Board that each stockholder can someday realize the full value of their
stock in the future. The move is not in response to a takeover attempt, but is
rather adopted to continue a plan that was in place from 1988 to 1998."
Stockholder rights plans, commonly called "poison pills," are adopted as a
defense against potential hostile takeovers. By deterring a hostile raider
from acquiring control of the company through a tender offer, a "poison pill" is
a device that protects all of the other stockholders from being squeezed into
accepting an inadequate or unfair offer and it protects those stockholders who
choose not to sell from thereafter being squeezed out. The impact of adopting
a poison pill is that if an acquiring person wants to acquire the company, that
would-be acquiror would be likely to want to discuss the
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acquisition with the company's board of directors. The shareholder rights plan
contemplates that any sort of acquisition must be accepted and approved by the
Board while there is in place a shareholders' rights plan.
Under Microsemi's stockholder rights plan, shareholders will be issued a right
to purchase, at a price of $400 initially, one one-thousandth of a share of
Series A Junior Participating Preferred Stock for every share they currently
own. They cannot exercise those rights unless a person or group attempts to
acquire 15 percent or more of the company's common stock, or announces a tender
offer for 15 percent or more of the outstanding shares, and the board of
directors votes to allow them to exercise the rights. The plan has both a
"flip-in" and "flip-over" provision that both protects against hostile takeovers
and gives shareholders the right to strengthen their position if a hostile
takeover is successful. In essence, if an attempt is made to buy a major
portion of the company's stock, the new stock issuance dilutes the control the
"raiding" party holds.
Details of the plan will be distributed in a mailing to stockholders in late
December or early January.
About Microsemi
Microsemi is a leading designer, manufacturer and marketer of analog, mixed-
signal and discrete semiconductors. The company's semiconductors manage and
regulate power, protect against transient voltage spikes and transmit, receive
and amplify signals.
Microsemi products include individual components as well as complete circuit
solutions that enhance customer designs by providing battery optimization,
reducing size or protecting circuits. Markets the company serves include mobile
connectivity, computer/peripherals, telecommunications, medical,
industrial/commercial, space/satellite and military.
More information may be obtained by contacting the company directly or by
visiting its web site at http://www.microsemi.com.
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Editors Note: Please forward reader inquiries to Microsemi Marketing
Communications, 11861 Western Avenue, Garden Grove, CA 92841-2119.
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Investor inquiries: David R. Sonksen, Microsemi Corporation, Santa Ana, CA -
(714) 979-8220; or Sean Collins or William F. Coffin, Coffin Communications,
Sherman Oaks, CA - (818) 789-0100.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: Any statements set forth in the news release that are not entirely
historical and factual in nature are forward-looking statements. For instance,
all statements of belief and expectations are forward-looking statements.
Forward-looking statements are inherently subject to risks and uncertainties,
some of which cannot be predicted or quantified. Potential risks and
uncertainties include, but are not limited to, such factors as the difficulties
regarding the making of estimates and projections, hiring and retention of
qualified technical personnel in a competitive labor market, rapidly changing
technology and product obsolescence, the ability to realize cost savings or
productivity gains, the ability to improve capacity utilization, potential cost
increases, the strength and competitive pricing environment of the marketplace,
demand for and acceptance of the company's products, the results of planned
development, marketing and promotional campaigns, changes in demand for
products, difficulties of foreseeing future demand, effects of limited
visibility of future sales, potential non-realization of expected orders or non-
realization of backlog, business and economic conditions or adverse changes in
current industry conditions, customer order preferences, and fluctuations in
market prices of the company's stock, difficulties in implementing company
strategies, environmental matters, litigation, difficulties protecting
proprietary rights, and inventory obsolescence. In addition to these factors
and any other factors mentioned elsewhere in this news release, the reader
should refer as well to the factors, uncertainties and risks identified in the
Company's most recent Form 10-K and subsequent Forms 10-Q, and the final
prospectus on Form S-3 filed on June 1, 2000 by the Company with the Securities
and Exchange Commission. The Company does not undertake to supplement or
correct any information in this release that is or becomes incorrect.
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