Based on the closing stock price of Microsemi on , the last trading day prior to the announcement of PMC's proposed acquisition with Skyworks Solutions, Inc.i 1 2 Microsemi believes its cash and stock proposal would provide PMC shareholders with a substantial premium and immediate cash value, as well as the opportunity to participate in the significant upside potential of a global analog and mixed-signal leader with a highly diversified platform for growth and profitability. Microsemi believes its proposal constitutes a "Superior Proposal" under the terms of PMC's merger agreement with Skyworks.