Tender Offer Statement by Third Party (sc To-t)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(RULE 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

VITESSE SEMICONDUCTOR CORPORATION

(Name of Subject Company (Issuer))

LLIU100 ACQUISITION CORP.

(Offeror)

A Wholly Owned Subsidiary of

MICROSEMI CORPORATION

(Parent of Offeror)

(Names of Filing Persons (identifying status as offeror, issuer or other person))

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

928497304

(CUSIP Number of Class of Securities)

David Goren, Esq.

Senior Vice President and Chief Legal and Compliance Officer

Microsemi Corporation

One Enterprise

Aliso Viejo, California 92656

(949) 380-6100

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

Copies to:

Warren T. Lazarow, Esq.

O’Melveny & Myers LLP

2765 Sand Hill Road

Menlo Park, CA 94025-7019

(650) 473-2600

CALCULATION OF FILING FEE



Transaction Valuation(1)		Amount of Filing Fee(2)
$401,238,831.84		$46,623.95

(1)

Estimated for purposes of calculating the amount of the filing fee only. The transaction valuation was calculated by adding the sum of (i) 69,285,528 shares of common stock, par value $0.01 per share, of Vitesse Semiconductor Corporation (the “Company”) issued and outstanding multiplied by the offer price of $5.28 per share as of March 27, 2015; (ii) 3,043,024 shares of common stock of the Company potentially issuable upon conversion of outstanding in-the-money stock options as of March 27, 2015 multiplied by the offer price of $5.28 per share less the weighted average exercise price for such options of $3.34 per share, (iii) 3,233,651 Shares subject to outstanding restricted stock units as of March 27, 2015, multiplied by the offer price of $5.28 per share, and (iv) up to 430,000 shares of common stock of the Company which constitutes the maximum number of shares that may be issued prior to the expiration of the Offer under the Amended and Restated 2011 Employee Stock Purchase Plan of the Company multiplied by the offer price of $5.28 per share. The calculation of the filing fee is based on information provided by the Company of March 27, 2015.

(2)	The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2015, issued August 29, 2014, by multiplying the Transaction Valuation by 0.0001162.

¨	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


Amount Previously Paid: N/A		Filing Party: N/A
Form of Registration No.: N/A		Date Filed: N/A

¨	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:


x Third-party tender offer subject to Rule 14d-1.		¨ Issuer tender offer subject to Rule 13e-4.
¨ Going-private transaction subject to Rule 13e-3.		¨ Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. ¨

*	If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

¨	Rule 13e-4(i) (cross-border issuer tender offer).

¨	Rule 14d-1(d) (cross-border third-party tender offer).

This Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, this “Schedule TO”) is filed by (i) LLIU100 Acquisition Corp., a Delaware corporation (the “Purchaser”) and wholly owned subsidiary of Microsemi Corporation, a Delaware corporation (“Microsemi” or “Parent”), and (ii) Parent. This Schedule TO relates to the offer (the “Offer”) by the Purchaser to purchase all of the outstanding shares of common stock, par value $0.01 per share (the “Company Shares”), of Vitesse Semiconductor Corporation, a Delaware corporation (the “Company”), at a purchase price of $5.28 per Company Share, net to the tendering stockholder in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 31, 2015 (together with any amendments and supplements thereto, the “Offer to Purchase”) and in the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively.

The information set forth in the Offer to Purchase, including Schedule I thereto, is hereby incorporated by reference in answer to Items 1 through 13 of this Schedule TO, and is supplemented by the information specifically provided herein.

Item 1.

Summary Term Sheet.

The information set forth in the section of the Offer to Purchase entitled “Summary Term Sheet” is incorporated herein by reference.

Item 2.

Subject Company Information.

(a) The name of the subject company and the issuer of the securities to which this Schedule TO relates is Vitesse Semiconductor Corporation, a Delaware corporation. The Company’s principal executive offices are located at 4721 Calle Carga, Camarillo, California 93012. The telephone number of the Company is (805) 388-3700.

(b) This Schedule TO relates to the outstanding shares of common stock, par value $0.01 per share, of the Company. The Company has advised Parent that, as of March 27, 2015, 69,285,528 Company Shares were issued and outstanding.

(c) The information set forth in the sections in the Offer to Purchase entitled “Price Range of Company Shares; Dividends” is incorporated herein by reference.

Item 3.

Identity and Background of Filing Person.

(a)—(c) This Schedule TO is filed by Parent and Purchaser. The information set forth in the section of the Offer to Purchase entitled “Certain Information Concerning Parent and Purchaser” and in Schedule I to the Offer to Purchase is incorporated herein by reference.

Item 4.

Terms of the Transaction.

(a)(1)(i)—(viii), (xii), (a)(2)(i)—(iv), (vii) The information set forth in the sections of the Offer to Purchase entitled “Summary Term Sheet,” “Introduction,” “Terms of the Offer,” “Acceptance for Payment and Payment for Company Shares,” “Procedures for Accepting the Offer and Tendering Company Shares,” “Withdrawal Rights,” “Certain Material United States Federal Income Tax Consequences to U.S. Holders,” “The Transaction Documents,” “Purpose of the Offer; Plans for the Company,” “Conditions of the Offer,” “Certain Legal Matters; Regulatory Approvals” and “Miscellaneous” is incorporated herein by reference.

(a)(1)(ix)—(xi), (a)(2)(v)—(vi) Not applicable.

Item 5.

Past Contacts, Transactions, Negotiations and Agreements.

(a), (b) The information set forth in the sections of the Offer to Purchase entitled “Summary Term Sheet,” “Introduction,” “Certain Information Concerning Parent and Purchaser,” “Background of the Offer; Past

Contacts or Negotiations with the Company,” “The Transaction Documents” and “Purpose of the Offer; Plans for the Company” is incorporated herein by reference.

Item 6.

Purposes of the Transaction and Plans or Proposals.

(a), (c)(1)—(7) The information set forth in the sections of the Offer to Purchase entitled “Summary Term Sheet,” “Introduction,” “Price Range of Company Shares; Dividends,” “Background of the Offer; Past Contacts or Negotiations with the Company,” “The Transaction Documents,” “Purpose of the Offer; Plans for the Company” and “Certain Effects of the Offer” and in Schedule I to the Offer to Purchase is incorporated herein by reference.

Item 7.

Source and Amount of Funds or Other Consideration.

(a)—(b), (d) The information set forth in the section of the Offer to Purchase entitled “Source and Amount of Funds” is incorporated herein by reference.

(c) The information set forth in the sections of the Offer to Purchase entitled “Source and Amount of Funds” and “Fees and Expenses” is incorporated herein by reference.

Item 8.

Interest in Securities of the Subject Company.

The information set forth in the sections of the Offer to Purchase entitled “Certain Information Concerning Parent and Purchaser,” “The Transaction Documents” and “Purpose of the Offer; Plans for the Company” is incorporated herein by reference.

Item 9.

Persons/Assets Retained, Employed, Compensated or Used.

The information set forth in the section of the Offer to Purchase entitled “Fees and Expenses” is incorporated herein by reference.

Item 10.

Financial Statements.

Not applicable.

Item 11.

Additional Information.

(a)(1) The information set forth in the sections of the Offer to Purchase entitled “Certain Information Concerning Parent and Purchaser,” “Background of the Offer; Past Contacts or Negotiations with the Company,” “The Transaction Documents” and “Purpose of the Offer; Plans for the Company” is incorporated herein by reference.

(a)(2) The information set forth in the sections of the Offer to Purchase entitled “Purpose of the Offer; Plans for the Company,” “Conditions of the Offer” and “Certain Legal Matters; Regulatory Approvals” is incorporated herein by reference.

(a)(3) The information set forth in the sections of the Offer to Purchase entitled “Conditions of the Offer” and “Certain Legal Matters; Regulatory Approvals” is incorporated herein by reference.

(a)(4) The information set forth in the sections of the Offer to Purchase entitled “Certain Effects of the Offer,” “Source and Amount of Funds” and “Certain Legal Matters; Regulatory Approvals” is incorporated herein by reference.

(a)(5) The information set forth in the section of the Offer to Purchase entitled “Certain Legal Matters; Regulatory Approvals” is incorporated herein by reference.

Item 12.

Exhibits.


Exhibit		Exhibit Name
(a)(1)(A)		Offer to Purchase dated March 31, 2015.

(a)(1)(B)		Letter of Transmittal (including IRS Form W-9).

(a)(1)(C)		Notice of Guaranteed Delivery.

(a)(1)(D)		Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

(a)(1)(E)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

(a)(5)(A)		Joint press release issued by Microsemi Corporation and Vitesse Semiconductor Corporation on March 18, 2015 (incorporated by reference to Exhibit 99.2 of the Current Report on Form 8-K (File No.000-08866) filed by Microsemi Corporation on March 18, 2015).

(a)(5)(B)		Summary Newspaper Advertisement as published in The New York Times on March 31, 2015.

(a)(5)(C)		Transcript of Microsemi Corporation Analyst/Investor Day, March 18, 2015 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Microsemi on March 19, 2015).

(a)(5)(D)		Microsemi Corporation Analyst Day presentation, dated March 18, 2015 (incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K (File No.000-08866) filed by Microsemi Corporation on March 18, 2015).

(a)(5)(E)		Complaint filed by Jefferson Mattox on behalf of himself and all others similarly situated, on March 23, 2015, in the Court of Chancery of the State of Delaware.

(a)(5)(F)		Complaint filed by George Gowan on behalf of himself and all others similarly situated, on March 27, 2015, in the Court of Chancery of the State of Delaware.

(a)(5)(G)		Complaint filed by Bernard McGoey on behalf of himself and all others similarly situated, on March 30, 2015, in the Court of Chancery of the State of Delaware.

(b)(1)		Commitment Letter, dated March 17, 2015, with Bank of America, N.A. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (File No.000-08866) filed by Microsemi Corporation on March 18, 2015).

(d)(1)		Agreement and Plan of Merger, by and among Microsemi Corporation, LLIU100 Acquisition Corp. and Vitesse Semiconductor Corporation, dated March 17, 2015 (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K (File No.000-08866) filed by Microsemi Corporation on March 18, 2015).*

(d)(2)		Tender and Support Agreement, dated March 17, 2015, by and among Microsemi Corporation and certain stockholders of Vitesse Semiconductor Corporation listed on Annex I thereto (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K (File No.000-08866) filed by Microsemi Corporation on March 18, 2015).

(d)(3)		Confidentiality Agreement between Microsemi Corporation and Vitesse Semiconductor Corporation, dated March 13, 2013.

(d)(4)		Amendment to Confidentiality Agreement between Microsemi Corporation and Vitesse Semiconductor Corporation, dated February 4, 2015.

(d)(5)		Letter Agreement, dated February 23, 2015 between Microsemi Corporation and Vitesse Semiconductor Corporation.

(d)(6)		Letter Agreement, dated March 11, 2015 between Microsemi Corporation and Vitesse Semiconductor Corporation.

(g)		Not applicable.

(h)		Not applicable.

*	Certain schedules have been omitted and Microsemi Corporation agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedules upon request.

Item 13.

Information Required by Schedule 13E-3.

Not applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: March 31, 2015	LLIU100 Acquisition Corp.

	By:	/s/ JOHN W. HOHENER
		Name: John W. Hohener
		Title: Chief Financial Officer, Secretary

Date: March 31, 2015	Microsemi Corporation

	By:	/s/ JOHN W. HOHENER
		Name: John W. Hohener
		Title: Executive Vice President,
		Chief Financial Officer, Secretary and Treasurer

EXHIBIT INDEX


Exhibit		Exhibit Name

(a)(1)(A)		Offer to Purchase dated March 31, 2015.

(a)(1)(B)		Letter of Transmittal (including IRS Form W-9).

(a)(1)(C)		Notice of Guaranteed Delivery.

(a)(1)(D)		Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

(a)(1)(E)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

(a)(5)(A)		Joint press release issued by Microsemi Corporation and Vitesse Semiconductor Corporation on March 18, 2015 (incorporated by reference to Exhibit 99.2 of the Current Report on Form 8-K (File No.000-08866) filed by Microsemi Corporation on March 18, 2015).

(a)(5)(B)		Summary Newspaper Advertisement as published in The New York Times on March 31, 2015.

(a)(5)(C)		Transcript of Microsemi Corporation Analyst/Investor Day, March 18, 2015 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Microsemi on March 19, 2015).

(a)(5)(D)		Microsemi Corporation Analyst Day presentation, dated March 18, 2015 (incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K (File No.000-08866) filed by Microsemi Corporation on March 18, 2015).

(a)(5)(E)		Complaint filed by Jefferson Mattox on behalf of himself and all others similarly situated, on March 23, 2015, in the Court of Chancery of the State of Delaware.

(a)(5)(F)		Complaint filed by George Gowan on behalf of himself and all others similarly situated, on March 27, 2015, in the Court of Chancery of the State of Delaware.

(a)(5)(G)		Complaint filed by Bernard McGoey on behalf of himself and all others similarly situated, on March 30, 2015, in the court of Chancery of the State of Delaware.

(b)(1)		Commitment Letter, dated March 17, 2015, with Bank of America, N.A. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (File No.000-08866) filed by Microsemi Corporation on March 18, 2015).

(d)(1)		Agreement and Plan of Merger, by and among Microsemi Corporation, LLIU100 Acquisition Corp. and Vitesse Semiconductor Corporation, dated March 17, 2015 (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K (File No.000-08866) filed by Microsemi Corporation on March 18, 2015).*

(d)(2)		Tender and Support Agreement, dated March 17, 2015, by and among Microsemi Corporation and certain stockholders of Vitesse Semiconductor Corporation listed on Annex I thereto (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K (File No.000-08866) filed by Microsemi Corporation on March 18, 2015).

(d)(3)		Confidentiality Agreement between Microsemi Corporation and Vitesse Semiconductor Corporation, dated March 13, 2013.

(d)(4)		Amendment to Confidentiality Agreement between Microsemi Corporation and Vitesse Semiconductor Corporation, dated February 4, 2015.

(d)(5)		Letter Agreement, dated February 23, 2015 between Microsemi Corporation and Vitesse Semiconductor Corporation.

(d)(6)		Letter Agreement, dated March 11, 2015 between Microsemi Corporation and Vitesse Semiconductor Corporation.

(g)		Not applicable.

(h)		Not applicable.

*	Certain schedules have been omitted and Microsemi Corporation agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedules upon request.

Exhibit (a)(1)(A)

Offer To Purchase For Cash

All Outstanding Shares of Common Stock

Vitesse Semiconductor Corporation

$5.28 NET PER SHARE

LLIU100 Acquisition Corp.

a wholly owned subsidiary of

Microsemi Corporation

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,

NEW YORK CITY TIME, AT THE END OF APRIL 27, 2015, UNLESS THE OFFER IS EXTENDED.

The Offer is being made pursuant to an Agreement and Plan of Merger, dated March 17, 2015 (the “Merger Agreement”), by and among Microsemi Corporation (“Parent” or “Microsemi”), LLIU100 Acquisition Corp. (“Purchaser”) and Vitesse Semiconductor Corporation (the “Company”). Purchaser is offering to purchase in a cash tender offer (the “Offer”) all outstanding shares of common stock, par value $0.01 per share, of the Company (the “Company Shares”), at a price of $5.28 per Company Share, net to the selling stockholder in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and the related Letter of Transmittal (as defined below). The Offer is conditioned upon, among other things, (i) satisfaction of the Minimum Condition (as defined below), and (ii) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the receipt of any other material consent or approvals of any governmental authority. The term “Minimum Condition” is defined in Section 15—“Conditions of the Offer” and generally requires that there has been validly tendered and not withdrawn prior to the expiration date for the Offer (as it may have been extended or re-extended pursuant to the Merger Agreement, the “Expiration Date”) at least that number of Company Shares (other than Company Shares tendered by guaranteed delivery where actual delivery has not occurred) when added to any Company Shares already owned by Parent or any of its controlled subsidiaries, if any, equal to a majority of the sum of the then outstanding Company Shares plus (without duplication) a number equal to the number of Company Shares issuable upon the vesting (including vesting solely as a result of the consummation of the Offer) or conversion of all then outstanding convertible securities or upon the settlement or exercise of all then outstanding options, warrants or rights with an exercise price below the price per Company Share payable in the Offer, including the Company’s then outstanding restricted stock units (the “Company RSUs”) and options to purchase one or more Company Shares (the “Company Stock Options”). The Offer is also subject to other important conditions set forth in this Offer to Purchase. See Section 15—“Conditions of the Offer.”

The Board of Directors of the Company (the “Company Board”) has unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including each of the Offer and the merger of Purchaser with and into the Company with the Company surviving the merger as a wholly owned subsidiary of Parent (the “Merger”), are advisable, fair to, and in the best interests of, the Company and its stockholders; (ii) approved and adopted the Offer, Merger, Merger Agreement and all other transactions contemplated by the Merger Agreement; (iii) recommended that holders of Company Shares accept the Offer and tender their Company Shares pursuant to the Offer; and (iv) resolved that the Merger Agreement and the Merger shall be governed by Section 251(h) of the DGCL and that the Merger shall be consummated as soon as practicable following the expiration of the Offer (the time and date of the acceptance for payment, the “Acceptance Time”).

IMPORTANT

Any stockholder of the Company wishing to tender Company Shares in the Offer must (i) complete and sign the letter of transmittal (or a facsimile thereof) that accompanies this Offer to Purchase (the “Letter of Transmittal”) in accordance with the instructions in the Letter of Transmittal and mail or deliver the Letter of Transmittal and all other required documents to the Depositary (as defined below) together with certificates representing the Company Shares tendered or follow the procedure for book-entry transfer set forth in Section 3—“Procedures for Accepting the Offer and Tendering Company Shares” or (ii) request such stockholder’s broker, dealer, commercial bank, trust company or other nominee to effect the transaction for the stockholder. A stockholder whose Company Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such person if such stockholder wishes to tender such Company Shares.

Any stockholder of the Company who wishes to tender Company Shares and cannot deliver certificates representing such Company Shares and all other required documents to the Depositary on or prior to the Expiration Date or who cannot comply with the procedures for book-entry transfer on a timely basis may tender such Company Shares pursuant to the guaranteed delivery procedure set forth in Section 3—“Procedures for Accepting the Offer and Tendering Company Shares.”

Questions and requests for assistance may be directed to the Information Agent (as defined below) at the addresses and telephone numbers set forth on the back cover of this Offer to Purchase. Additional copies of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery (as defined below) and other related materials may also be obtained from the Information Agent. Additionally, copies of this Offer to Purchase, the related Letter of Transmittal and any other materials related to the Offer may be obtained at the website maintained by the Securities and Exchange Commission (“SEC”) at www.sec.gov. Stockholders may also contact their broker, dealer, commercial bank, trust company or other nominee for copies of these documents.

This Offer to Purchase and the related Letter of Transmittal contain important information and you should read both carefully and in their entirety before making a decision with respect to the Offer.

The Offer has not been approved or disapproved by the SEC or any state securities commission, nor has the SEC or any state securities commission passed upon the fairness or merits of or upon the accuracy or adequacy of the information contained in this Offer to Purchase. Any representation to the contrary is unlawful.

March 31, 2015

The Information Agent for the Offer is:

LOGO

437 Madison Avenue, 28^th Floor

New York, New York 10022

Banks and Brokerage Firms, Please Call: (212) 297-0720

Stockholders and All Others, Call Toll Free: (877) 566-1922

Email: info@okapipartners.com

SUMMARY TERM SHEET

The information contained in this summary term sheet is a summary only and is not meant to be a substitute for the more detailed description and information contained in the Offer to Purchase, the Letter of Transmittal and other related materials. You are urged to read carefully the Offer to Purchase, the Letter of Transmittal and other related materials in their entirety. Parent and Purchaser have included cross-references in this summary term sheet to other sections of the Offer to Purchase where you will find more complete descriptions of the topics mentioned below. The information concerning the Company contained herein and elsewhere in the Offer to Purchase has been provided to Parent and Purchaser by the Company or has been taken from or is based upon publicly available documents or records of the Company on file with the United States Securities and Exchange Commission (the “SEC”) or other public sources at the time of the Offer. Parent and Purchaser have not independently verified the accuracy and completeness of such information. Unless otherwise indicated or the context otherwise requires, all references to “we,” “us” and “our” refer to LLIU100 Acquisition Corp.

Who is offering to buy my securities?

We are LLIU100 Acquisition Corp., a Delaware corporation formed for the purpose of making the offer to purchase in a cash tender offer (the “Offer”) all outstanding shares of common stock, par value $0.01 per share, of the Company (the “Company Shares”), for $5.28 per Company Share, net to the selling stockholder in cash, without interest and less any required withholding taxes. We are a wholly owned subsidiary of Microsemi. See the “Introduction” to this Offer to Purchase and Section 8—“Certain Information Concerning Parent and Purchaser.”

What are the classes and amounts of securities sought in the Offer?

We are seeking to purchase all of the outstanding shares of common stock, par value $0.01 per share, of the Company. See the “Introduction” to this Offer to Purchase and Section 1—“Terms of the Offer.”

How much are you offering to pay? What is the form of payment? Will I have to pay any fees or commissions?

We are offering to pay $5.28 per Company Share, net to you in cash, without interest and less any required withholding taxes. If you are the record owner of your Company Shares and you directly tender your Company Shares to us in the Offer, you will not have to pay brokerage fees or similar expenses. If you own your Company Shares through a broker, banker or other nominee, and your broker tenders your Company Shares on your behalf, your broker, banker or other nominee may charge you a fee for doing so. You should consult your broker, banker or other nominee to determine whether any charges will apply. See the “Introduction” to this Offer to Purchase.

Do you have the financial resources to make payment?

Yes. Microsemi, our parent company, will provide us with sufficient funds to purchase all Company Shares validly tendered in the Offer and not validly withdrawn and to provide funding for our Merger with the Company, which is expected to follow the successful completion of the Offer in accordance with the terms and conditions of the Merger Agreement. The Offer is not subject to a financing condition. Microsemi intends to provide us with the necessary funds from credit facilities for which Microsemi has received a commitment letter, alternative financing and/or cash on hand. See Section 9—“Source and Amount of Funds.”

Is your financial condition relevant to my decision to tender my Company Shares in the Offer?

No. We do not think our financial condition is relevant to your decision of whether to tender Company Shares and accept the Offer because:

•

the Offer is being made for all outstanding Company Shares solely for cash;

•

we, through our parent company, Microsemi, will have sufficient funds available to purchase all Company Shares validly tendered in the Offer and not validly withdrawn in light of Microsemi’s financial capacity in relation to the amount of consideration payable;

•

the Offer is not subject to any financing condition; and

•

if we consummate the Offer, we expect to acquire any remaining Company Shares for the same cash price in the Merger.

See Section 9—“Source and Amount of Funds.”

How long do I have to decide whether to tender my Company Shares in the Offer?

Unless we extend the Offer, you will have until 12:00 midnight, New York City time, at the end of April 27, 2015 to tender your Company Shares in the Offer. Furthermore, if you cannot deliver everything required to make a valid tender by that time, you may still participate in the Offer by using the guaranteed delivery procedure that is described later in this Offer to Purchase prior to that time.

Acceptance and payment for Shares pursuant to and subject to the conditions of the Offer is referred to as the “Offer Closing,” and the date and time at which such Offer Closing occurs is referred to as the “Acceptance Time.” The date and time at which the Merger becomes effective is referred to as the “Effective Time.”

See Section 1—“Terms of the Offer” and Section 3—“Procedures for Accepting the Offer and Tendering Company Shares.”

Can the Offer be extended and under what circumstances?

Yes. We have agreed in the Merger Agreement that we shall, subject to certain conditions, extend the Offer on one or more occasions, if on any then-scheduled expiration date of the Offer (i) any of the conditions to our obligation to accept for payment and pay for the Company Shares validly tendered in the Offer are not satisfied or waived for such period of time as Purchaser reasonably determines to be necessary to permit such offer conditions to be satisfied or waived or (ii) we have not received financing as contemplated under the Merger Agreement.

In no event will these extension provisions extend the Offer beyond the “Outside Date” (which is defined in the Merger Agreement as July 17, 2015).

See Section 1—“Terms of the Offer” for more details on our obligation and ability to extend the Offer and Section 11—“The Transaction Documents” for more details about the Outside Date.

Can the Offer be extended after Purchaser has accepted and paid for Company Shares?

No. We do not intend to provide for a subsequent offering period (as provided under Rule 14d-11 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) because as promptly as practicable following the successful completion of the Offer the Merger will be effected pursuant to Section 251(h) of the Delaware General Corporation Law, as amended (“DGCL”).

See Section 1—“Terms of the Offer” for more details on our obligation and ability to extend the Offer.

How will I be notified if the Offer is extended?

What are the most significant conditions to the Offer?

The Offer is subject to several conditions including, among others,

•

satisfaction of the Minimum Condition, and

•

the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the receipt of any other material consent or approvals of any governmental authority.

The term “Minimum Condition” is defined in Section 15—“Conditions of the Offer” and generally requires that there has been validly tendered and not withdrawn prior to the expiration date for the Offer (as it may have been extended or re-extended pursuant to the Merger Agreement, the “Expiration Date”) at least that number of Company Shares when added to any Company Shares already owned by Parent or any of its controlled subsidiaries, if any, equal a majority of the sum of the then outstanding Company Shares plus (without duplication) a number equal to the number of Company Shares issuable upon the vesting (including vesting solely as a result of the consummation of the Offer) or conversion of all then outstanding convertible securities or upon the settlement or exercise of all then outstanding options, warrants or rights with an exercise price below the price per Company Share payable in the Offer, including the Company’s then outstanding restricted stock units (the “Company RSUs”) and options to purchase one or more Company Shares (the “Company Stock Options”).

The foregoing conditions are in addition to, and not a limitation of, the rights of Parent and Purchaser to extend, terminate, amend and/or modify the Offer pursuant to the terms and conditions of the Merger Agreement.

The Offer is also subject to a number of other important conditions. A more detailed discussion of the conditions to consummation of the Offer is contained in Section 15—“Conditions of the Offer.”

How do I tender my Company Shares?

To tender your Company Shares, you must deliver the certificates representing your Company Shares or confirmation of a book-entry transfer of such Company Shares into the Depositary’s account at Computershare (the “Depositary”), together with a completed Letter of Transmittal and any other documents required by the Letter of Transmittal, to the Depositary, prior to the expiration of the Offer. If your Company Shares are held in street name (that is, through a broker, dealer or other nominee), they can be tendered by your nominee through the Depositary. If you are unable to deliver any required document or instrument to the Depositary by the expiration of the Offer, you may still participate in the Offer by having a broker, a bank or other fiduciary that is an eligible institution guarantee on or prior to the expiration of the Offer that the missing items will be received by the Depositary within three (3) Nasdaq Stock Market LLC (“NASDAQ”) trading days after the expiration of the Offer. For the tender to be valid, however, the Depositary must receive the missing items within that three (3) day trading period. See Section 3—“Procedures for Accepting the Offer and Tendering Company Shares.”

Until what time may I withdraw previously tendered Company Shares?

You may withdraw your previously tendered Company Shares at any time until the Offer has expired and, if we have not accepted your Company Shares for payment by the end of May 29, 2015, you may withdraw them at any time after that date until we accept Company Shares for payment. Withdrawals of Company Shares may not be rescinded, although withdrawn Company Shares may be re-tendered again at any time prior to the Expiration Date. See Section 4—“Withdrawal Rights.”

How do I withdraw previously tendered Company Shares?

To withdraw previously tendered Company Shares, you must deliver a written notice of withdrawal, or a facsimile of such notice, with the required information to the Depositary while you still have the right to

withdraw Company Shares. If you tendered Company Shares by giving instructions to a broker, banker or other nominee, you must instruct the broker, banker or other nominee to arrange for the withdrawal of your Company Shares and such broker, banker or other nominee must effectively withdraw such Company Shares while you still have the right to withdraw Company Shares. See Section 4—“Withdrawal Rights.”

What does the Company Board think of the Offer?

The Company Board has unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including each of the Offer and the merger of Purchaser with and into the Company with the Company surviving the merger as a wholly owned subsidiary of Parent (the “Merger”), are advisable, fair to, and in the best interests of, the Company and its stockholders; (ii) approved and adopted the Offer, Merger, Merger Agreement and all other transactions contemplated by the Merger Agreement; (iii) recommended that holders of Company Shares accept the Offer and tender their Company Shares pursuant to the Offer; and (iv) resolved that the Merger Agreement and the Merger shall be governed by Section 251(h) of the DGCL and that the Merger shall be consummated as soon as practicable following the Acceptance Time.

A description of the reasons for the Company Board’s adoption of the Offer and the Merger is set forth in the Company’s Solicitation/Recommendation Statement on Schedule 14D-9 that is being mailed to Company’s stockholders in addition to this Offer to Purchase. See the “Introduction” to this Offer to Purchase.

Have any stockholders previously agreed to tender their Company Shares?

Yes. Certain stockholders of the Company have entered into a Tender and Support Agreement with Microsemi under which those stockholders have agreed to tender 15,330,639 outstanding Company Shares in the Offer, or approximately 22.1% of all outstanding Company Shares as of March 27, 2015. These stockholders have also agreed to tender any Company Shares they receive upon the exercise of any Company Stock Option or Company RSUs. See Section 11—“The Transaction Documents—Tender and Support Agreement.”

If the tender offer is completed, will the Company continue as a public company?

No. As soon as practicable following the purchase of Company Shares in the Offer, we expect to complete the Merger. If the Merger takes place, the Company will no longer be publicly owned. Even if for some reason the Merger does not take place, if we purchase all of the tendered Company Shares, there may be so few remaining stockholders and publicly held Company Shares that the Company Shares will no longer be eligible to be traded through NASDAQ or other securities exchanges, there may not be an active public trading market for the Company Shares, and the Company may no longer be required to make filings with the SEC or otherwise comply with the SEC rules relating to publicly held companies. See Section 13—“Certain Effects of the Offer.”

Will the tender offer be followed by a merger if all of the Company Shares are not tendered in the Offer?

Yes. If the Minimum Condition is satisfied and we accordingly accept for payment and pay for Company Shares in connection with this Offer, then, as soon as practicable following such payment, we expect to complete the Merger without a vote of the stockholders of the Company pursuant to Section 251(h) of the DGCL. Pursuant to the Merger Agreement, if the Minimum Condition is not satisfied, we are not required (nor are we permitted without the consent of the Company) to accept the Shares for purchase in the Offer, and we will neither accept such Shares for purchase nor will we consummate the Merger.

If that Merger takes place, all remaining stockholders of the Company (other than us, Microsemi, the Company and its subsidiaries) will receive $5.28 per Company Share (or any other price per Company Share that is paid in the Offer) net in cash, without interest and less any required withholding taxes (unless you are entitled to and properly demand appraisal of your Company Shares pursuant to, and comply in all respects with, the applicable provisions of Delaware law with respect to such appraisal demand), and the Company will become a wholly owned subsidiary of Microsemi.

Under the applicable provisions of the Merger Agreement, the Offer and the DGCL, stockholders of the Company (i) will not be required to vote on the Merger, (ii) will be entitled to appraisal rights under Delaware law in connection with the Merger if they do not tender Shares in the Offer and properly demand appraisal pursuant to, and comply in all respects with, the applicable provisions of Delaware law with respect to such appraisal demand and (iii) will, if they do not validly exercise appraisal rights under Delaware law, receive the same cash consideration as a result of the Merger, without interest and less any applicable withholding taxes, for their Shares as was payable in the Offer. See the “Introduction” to this Offer to Purchase.

If I decide not to tender, how will the Offer affect my Company Shares?

If you decide not to tender your Company Shares in the Offer and the Merger occurs, you will (unless you are entitled to and properly demand appraisal of your Company Shares pursuant to, and comply in all respects with, the applicable provisions of Delaware law with respect to such appraisal demand) subsequently receive the same amount of cash per Company Share that you would have received had you tendered your Company Shares in the Offer, without any interest being paid on such amount and with such amount being subject to any required withholding taxes. Therefore, if the Merger takes place, the only difference to you between tendering your Company Shares and not tendering your Company Shares is that you will be paid sooner if you tender your Company Shares. If and when we consummate the Merger, if you perfect your appraisal rights in accordance with Delaware law, you may receive an amount that is different from the consideration being paid in the Merger. See Section 12—“Purpose of the Offer; Plans for the Company—Appraisal Rights.” If you decide not to tender your Company Shares in the Offer, and we purchase the tendered Company Shares, but the Merger does not occur, you will remain a stockholder of the Company. However, there may be so few remaining stockholders and publicly traded Company Shares that the Company Shares will no longer be eligible to be traded through NASDAQ or other securities exchanges and there may not be an active public trading market for the Company Shares. Also, as described above, the Company may no longer be required to make filings with the SEC or otherwise comply with the SEC rules relating to publicly held companies. See the “Introduction” to this Offer to Purchase and Section 13—“Certain Effects of the Offer.”

What is the market value of my Company Shares as of a recent date?

On March 17, 2015, the last full day of trading before the public announcement of the Offer, the closing price of the Company Shares on NASDAQ was $3.89 per Company Share. On March 30, 2015, the last full day of trading before the commencement of the Offer, the closing price of the Company Shares on NASDAQ was $5.30 per Company Share. We encourage you to obtain a recent quotation for the Company Shares in deciding whether to tender your Company Shares. See Section 6—“Price Range of Company Shares; Dividends.”

What are the United States federal income tax consequences of having my Company Shares accepted for payment in the Offer or receiving cash in the Merger?

The exchange of Company Shares for cash pursuant to the Offer or the Merger will be a taxable transaction for United States federal income tax purposes. In general, a U.S. Holder (as defined in Section 5—“Certain Material United States Federal Income Tax Consequences to U.S. Holders”) who sells Company Shares pursuant to the Offer or receives cash in exchange for Company Shares pursuant to the Merger will recognize gain or loss for United States federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received and the stockholder’s adjusted tax basis in the Company Shares sold pursuant to the Offer or exchanged for cash pursuant to the Merger. Gain or loss will be determined separately for each block of Company Shares (that is, Company Shares acquired at the same cost in a single transaction) tendered pursuant to the Offer or exchanged for cash pursuant to the Merger. Such gain or loss will be long-term capital gain or loss; provided, that, a stockholder’s holding period for such Company Shares is more than one (1) year at the time of consummation of the Offer or the Merger, as the case may be. See Section 5—“Certain Material United States Federal Income Tax Consequences to U.S. Holders.”

Stockholders are urged to consult their own tax advisors to determine the particular tax consequences to them (including the application and effect of any state, local or foreign income and other tax laws) of the Offer and the Merger.

Who should I call if I have questions about the Offer?

You may call Okapi Partners at (877) 566-1922 (toll-free) or, if you are a bank or brokerage firm, (212) 297-0720. Okapi Partners is acting as the Information Agent for the Offer. See the back cover of this Offer to Purchase.

INTRODUCTION

To the Holders of Company Shares:

LLIU100 Acquisition Corp., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Microsemi Corporation, a Delaware corporation (“Parent” or “Microsemi”), hereby offers to purchase (the “Offer”) all outstanding shares of common stock, par value $0.01 per share (the “Company Shares”), of Vitesse Semiconductor Corporation, a Delaware corporation (the “Company”), at a price of $5.28 per Company Share, net to the selling stockholder in cash, without interest and less any required withholding taxes (the “Offer Price”), upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal.

The Offer is being made pursuant to the Agreement and Plan of Merger, dated March 17, 2015 (the “Merger Agreement”), by and among Parent, Purchaser, and the Company. The Offer is conditioned upon, among other things, (i) satisfaction of the Minimum Condition (as defined below) and (ii) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the receipt of any other material consent or approvals of any governmental authority.

The term “Minimum Condition” is defined in Section 15—“Conditions of the Offer” and generally requires that there has been validly tendered and not withdrawn prior to the expiration date for the Offer (as it may have been extended or re-extended pursuant to the Merger Agreement, the “Expiration Date”) at least that number of Company Shares when added to any Company Shares already owned by Parent or any of its controlled subsidiaries, if any, equal to a majority of the sum of the then outstanding Company Shares plus (without duplication) a number equal to the number of Company Shares issuable upon the vesting (including vesting solely as a result of the consummation of the Offer) or conversion of all then outstanding convertible securities or upon the settlement or exercise of all then outstanding options, warrants or rights with an exercise price below the price per Company Share payable in the Offer, including the Company’s then outstanding restricted stock units (the “Company RSUs”) and options to purchase one or more Company Shares (the “Company Stock Options”). The Offer is also subject to other important conditions set forth in this Offer to Purchase. See Section 15—“Conditions of the Offer.”

According to the Company, as of March 27, 2015, there were issued and outstanding (a) 69,285,528 Company Shares and (b) 6,706,675 Company Shares issuable upon the vesting (including vesting solely as a result of the consummation of the Offer), conversion, settlement or exercise of all then outstanding warrants, options, benefit plans, obligations or securities convertible or exchangeable into Company Shares, or other rights to acquire or be issued Company Shares, in each case, with an exercise or conversion price below the Per Share Amount. Microsemi and Purchaser may each be deemed to have shared voting power and shared dispositive power with respect to (and therefore may be deemed to beneficially own) the 15,330,639 outstanding Company Shares subject to the Tender and Support Agreement, or approximately 22.1% of all outstanding Company Shares as of March 27, 2015 as well as 1,186,627 Company Shares or approximately 1.7% of all outstanding Company Shares underlying options to purchase Company Shares or restricted stock units with respect to Company Shares that are also subject to the Tender and Support Agreement. Microsemi also owns 100 Company Shares. Assuming that (i) no other Company Shares were or are issued after March 27, 2015 and (ii) no options, restricted shares, restricted stock units, performance stock units or other awards consisting of Company Shares or purchase rights with an exercise or conversion price below the Per Share Amount have been granted or have expired after March 27, 2015, the Minimum Condition would be satisfied if approximately 37,996,003 Company Shares (including the 15,330,639 outstanding Company Shares that are subject to the Tender and Support Agreement) are validly tendered and not properly withdrawn prior to the Expiration Date.

Tendering stockholders who are record owners of their Company Shares and tender directly to the Depositary (as defined below) will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in the Letter of Transmittal, stock transfer taxes with respect to the purchase of Company Shares by

Purchaser pursuant to the Offer. Stockholders who hold their Company Shares through a broker, banker or other nominee should consult such institution as to whether it charges any service fees or commissions.

A more complete description of the Company Board’s reasons for authorizing and approving the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, will be set forth in the Solicitation/Recommendation Statement on Schedule 14D-9 of the Company (together with any exhibits and annexes attached thereto, the “Schedule 14D-9”), that will be furnished to stockholders in connection with the Offer. Stockholders should carefully read the information set forth in the Schedule 14D-9, including the information to be set forth under the sub-heading “Background of the Merger Agreement; Reasons for Recommendation.”

The Merger Agreement provides that, subject to the conditions described in Section 11—“The Transaction Documents” and Section 15—“Conditions of the Offer” of this Offer to Purchase, Purchaser will be merged with and into the Company with the Company continuing as the surviving corporation as a wholly owned subsidiary of Microsemi. Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each Company Share outstanding immediately prior to the Effective Time (other than Company Shares directly owned by the Company and its subsidiaries, Parent or Purchaser, which will be canceled and shall cease to exist and Company Shares with respect to which the holders have properly perfected their appraisal rights under Delaware law) will be converted into the right to receive $5.28 (or any other per Company Share price paid in the Offer) net to the selling stockholder in cash, without interest and less any required withholding taxes.

In connection with the execution of the Merger Agreement, certain directors and other stockholders of the Company (collectively, the “Supporting Stockholders”) entered into a Tender and Support Agreement, dated as of March 17, 2015, with Parent and Purchaser. Subject to the terms and conditions of the Tender and Support Agreement, the Supporting Stockholders agreed, among other things, to tender outstanding Shares representing in the aggregate approximately 22.1% of the Company’s total outstanding Company Shares as well as 1,186,627 Company Shares or approximately 1.7% of all outstanding Company Shares underlying options to purchase Company Shares or restricted stock units with respect to Company Shares, in each case, as of March 27, 2015, pursuant to the Offer, and subject to certain exceptions, not to transfer any of those Company Shares that are subject to the Tender and Support Agreement.

This Offer to Purchase does not constitute a solicitation of proxies, and Purchaser is not soliciting proxies in connection with the Offer or the Merger. The Merger is subject to the satisfaction or waiver of certain conditions, including, among other things, the purchase of Company Shares by Purchaser pursuant to the Offer and there being no applicable law prohibiting the consummation of the Merger. Under the DGCL, if we hold, together with all Company Shares held by Parent, pursuant to the Offer or otherwise, at least a majority of the issued and outstanding Company Shares, we intend to effect the Merger without a vote of the Company’s stockholders. See Section 11—“The Transaction Documents.”

This Offer to Purchase and the related Letter of Transmittal contain important information that should be read carefully before any decision is made with respect to the Offer.

THE TENDER OFFER

1.	Terms of the Offer.

Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), Purchaser will accept for payment and pay for all Company Shares validly tendered and not withdrawn as permitted under Section 4—“Withdrawal Rights” promptly following the expiration of the Offer (the time and date of the acceptance for payment, the “Acceptance Time”). The term “Expiration Date” means 12:00 midnight, New York City time, at the end of April 27, 2015, unless Purchaser, in accordance with the Merger Agreement, extends the period during which the Offer is open (in which event the term “Expiration Date” means the latest time and date at which the Offer, as so extended, expires).

The Offer is conditioned upon, among other things, (i) satisfaction of the Minimum Condition (as defined below) and (ii) the expiration or termination of any applicable waiting period under the HSR Act, and the receipt of any other material consent or approvals of any governmental authority. The term “Minimum Condition” is defined in Section 15—“Conditions of the Offer” and generally requires that there has been validly tendered and not withdrawn prior to the Expiration Date at least that number of Company Shares when added to any Company Shares already owned by Parent or any of its controlled subsidiaries, if any, equal to a majority of the sum of the then outstanding Company Shares plus (without duplication) a number equal to the number of Company Shares issuable upon the vesting (including vesting solely as a result of the consummation of the Offer) or conversion of all then outstanding convertible securities or upon the exercise of all then outstanding options, warrants or rights with an exercise price below the price per Company Share payable in the Offer, including the Company’s then outstanding Company RSUs and Company Stock Options. The Offer is also subject to other important conditions set forth in this Offer to Purchase. See Section 15—“Conditions of the Offer.”

According to the Company, as of March 27, 2015, there were issued and outstanding (a) 69,285,528 Company Shares and (b) 6,706,675 Company Shares issuable upon the vesting (including vesting solely as a result of the consummation of the Offer), conversion, settlement or exercise of all then outstanding warrants, options, benefit plans, obligations or securities convertible or exchangeable into Company Shares, or other rights to acquire or be issued Company Shares, in each case, with an exercise or conversion price below the Per Share Amount. Microsemi and Purchaser may each be deemed to have shared voting power and shared dispositive power with respect to (and therefore may be deemed to beneficially own) the 15,330,639 outstanding Company Shares subject to the Tender and Support Agreement, or approximately 22.1% of all outstanding Company Shares as of March 27, 2015 as well as 1,186,627 Company Shares or approximately 1.7% of all outstanding Company Shares underlying options to purchase Company Shares or restricted stock units with respect to Company Shares which are also subject to the Tender and Support Agreement. In addition Microsemi owns 100 Company Shares. Assuming that (i) no other Company Shares were or are issued after March 27, 2015 and (ii) no options, restricted shares, restricted stock units, performance stock units or other awards consisting of Company Shares or purchase rights with an exercise or conversion price below the Per Share Amount have been granted or have expired after March 27, 2015, the Minimum Condition would be satisfied if approximately 37,996,003 Company Shares (including the 15,330,639 outstanding Company Shares that are subject to the Tender and Support Agreement) are validly tendered and not properly withdrawn prior to the Expiration Date.

Purchaser shall, subject to certain conditions, extend the Offer on one or more occasions, if on any then scheduled expiration date of the Offer any of the conditions to Purchaser’s obligation to accept for payment and pay for the Company Shares validly tendered in the Offer as set forth in Section 15—“Conditions of the Offer” are not satisfied or waived for such period of time as Purchaser reasonably determines to be necessary to permit such offer conditions to be satisfied or waived. In addition, if on any Expiration Date, all of the tender offer conditions described in Section 15 — “Conditions of the Offer” (including the Minimum Condition) shall have been satisfied or waived, but (i) there exists an uncured failure to release any portion of the debt financing contemplated by the Commitment Letter, and (ii) such failure to obtain such financing impedes the ability of

Parent or Purchaser to accept Company Shares for payment in the Offer, then Purchaser is permitted to extend the Offer for one or more successive periods as determined by Purchaser of up to 10 business days each (or any longer period approved in advance by Seller) until the Outside Date to cure the failure to receive such financing.

In no event will these extension provisions extend the Offer beyond the “Outside Date” (which is defined in the Merger Agreement as July 17, 2015).

In the event that Purchaser elects to extend the offer to obtain financing as described in the previous paragraph, each of Parent and Purchaser will be deemed to have irrevocably waived all of the tender offer conditions described in Section 15 — “Conditions of the Offer” (other than the condition related to Seller’s failure to comply with or perform any covenant, obligation or agreement of the Company under the Merger Agreement, which shall be deemed to have been satisfied so long as the Company has not engaged in an Intentional Breach (as defined below) of any of its covenants, obligations or agreements under the Merger Agreement required to be performed prior to the expiration of the Offer and such Intentional Breach has not been cured) and the right to terminate the Merger Agreement except with the Company’s consent or in connection with a change in recommendation by the Company Board or the non-satisfaction of the tender offer condition related to Company’s failure to comply with or perform any covenant, obligation or agreement of the Company under the Merger Agreement, which shall be deemed to have been satisfied so long as the Company has not engaged in an Intentional Breach of any of its covenants, obligations or agreements under the Merger Agreement required to be performed prior to the expiration of the Offer and such Intentional Breach has not been cured, as such termination rights are described in Section 11—“The Transaction Documents.” Under the Merger Agreement, an “Intentional Breach” is defined as a breach by the Company of a covenant, obligation or agreement under the Merger Agreement only if: (i) such covenant, obligation or agreement is material to Parent and Purchaser; (ii) the Company shall have willfully breached such covenant, obligation or agreement; (iii) the breach of such covenant, obligation or agreement is the substantial or principal cause of, or resulted in, the failure of Parent and Purchaser to consummate Purchaser’s financing with respect to the Offer prior to the Outside Date; and (iv) any Company employee or representative taking the action, failing to take the action, or authorizing (or failing to authorize) the action, as the case may be, giving rise to the breach of such covenant, obligation or agreement shall have had actual knowledge, at the time of the Company’s breach of such covenant, obligation or agreement, that such action (or failure to act) was a breach of such covenant, obligation or agreement under the Merger Agreement. Notwithstanding such irrevocable waiver of the tender offer conditions, (A) neither Parent nor Purchaser, without the prior written consent of the Company, will be permitted to accept for payment (or pay for) any Company Shares that are tendered in the Offer unless the Minimum Condition is satisfied at such time, (B) during any extension of the Offer described in the previous paragraph with respect to a financing failure, the Company will not exercise any remedies against Parent or Purchaser for failure to accept for payment (or pay for) any Company Shares that are tendered in the Offer, and (C) if for any reason (other than a failure of the tender offer condition related to the Company’s failure to comply with or perform any covenant, obligation or agreement of the Company under the Merger Agreement, which shall be deemed to have been satisfied so long as the Company has not engaged in an Intentional Breach of any of its covenants, obligations or agreements under the Merger Agreement required to be performed prior to the expiration of the Offer and such Intentional Breach has not been cured), Purchaser does not accept for payment (and pay for) all Company Shares validly tendered in the Offer and not properly withdrawn at the expiration of such successive period(s), then Parent and Purchaser shall be deemed to be in breach of the Merger Agreement.

Any extension, delay, termination, waiver or amendment of the Offer will be followed promptly by public announcement if required. Such announcement will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date, in accordance with the public announcement requirements of Rule 14e-1(d) under the Exchange Act. During any such extension, all Company Shares previously tendered and not validly withdrawn will remain subject to the Offer, subject to the rights of a tendering stockholder to withdraw such stockholder’s Company Shares. Company Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date, and, unless previously accepted for payment by Purchaser pursuant to the Offer, may also be withdrawn at any time after May 29, 2015. We do not

intend to provide for a subsequent offering period (as provided under Rule 14d-11 under the Exchange Act) because as promptly as practicable following the successful completion of the Offer the Merger will be effected pursuant to Section 251(h) of the DGCL. For a withdrawal to be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Company Shares to be withdrawn, the number of Company Shares to be withdrawn and the name of the registered holder of such Company Shares, if different from that of the person who tendered such Company Shares. If Share Certificates (as defined below) evidencing Company Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificates, the serial numbers shown on such Share Certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution (as defined in Section 3—“Procedures for Accepting the Offer and Tendering Company Shares” below), unless such Company Shares have been tendered for the account of an Eligible Institution. If Company Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in Section 2—“Acceptance for Payment and Payment for Company Shares” below, any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility (as defined below) to be credited with the withdrawn Company Shares. All questions as to validity, form, eligibility (including time of receipt), and acceptance for payment of any tendered Company Shares will be determined by Purchaser, in its sole discretion, which determination shall be final and binding on all parties.

Purchaser expressly reserves the right (but shall not be obligated) at any time, or from time to time, on or before the expiration of the Offer (except for conditions dependent upon the receipt of necessary government approvals, which may be asserted at any time and from time to time), in its sole discretion, to amend or waive any condition applicable to the Offer (other than the Minimum Condition which may not be amended or waived), to increase the price per Company Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, that, without the prior written consent of the Company no change may be made that decreases the price per Company Share payable in the Offer (except as provided in the Merger Agreement), changes the form of consideration payable in the Offer, decreases the number of Company Shares sought to be purchased in the Offer, adds to the conditions to the Offer set forth in Section 15—“Conditions of the Offer,” extends the Offer other than as permitted in the Merger Agreement, or modifies or amends any condition to the Offer in any manner that broadens such conditions or is adverse to the holders of Company Shares.

The rights reserved by Purchaser by the preceding paragraph are in addition to Purchaser’s rights pursuant to Section 15—“Conditions of the Offer.” Any extension, delay, termination, waiver or amendment will be followed as promptly as practicable by public announcement if required. Such announcement, in the case of an extension, will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date, in accordance with the public announcement requirements of Rule 14e-1(d) under the Exchange Act. Subject to applicable law (including Rules 14d-4(d) and 14d-6(c) under the Exchange Act, which require that material changes be promptly disseminated to stockholders in a manner reasonably designed to inform them of such changes), and without limiting the manner in which Purchaser may choose to make any public announcement, Purchaser shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a press release to a national news service.

If Purchaser extends the Offer, is delayed in its acceptance for payment of Company Shares or is unable to accept Company Shares for payment pursuant to the Offer for any reason, then, without prejudice to Purchaser’s rights under the Offer, the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Company Shares, and such Company Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein under Section 4—“Withdrawal Rights.” However, the ability of Purchaser to delay the payment for Company Shares that Purchaser has accepted for payment is limited by Rule 14e-1(c) under the Exchange Act, which requires that a purchaser pay the consideration offered or return the securities deposited by or on behalf of stockholders promptly after the termination or withdrawal of such purchaser’s offer.

If, subject to the terms of the Merger Agreement, Purchaser makes a material change in the terms of the Offer or the information concerning the Offer, or if it waives a material condition of the Offer, Purchaser will disseminate additional tender offer materials and extend the Offer if and to the extent required by Rules 14d-4(d), 14d-6(c) and 14e-1 under the Exchange Act. The minimum period during which an offer must remain open following material changes in the terms of such offer or the information concerning such offer, other than a change in the consideration offered, a change in the percentage of securities sought or inclusion of or changes to a dealer’s soliciting fee, will depend upon the facts and circumstances, including the relative materiality of the changes to the terms or information. With respect to a change in the consideration offered, a change in the percentage of securities sought or inclusion of or changes to a dealer’s soliciting fee, an offer generally must remain open for a minimum of ten business days following the dissemination of such information to stockholders,

If, on or before the Expiration Date, we increase the consideration being paid for Company Shares accepted for payment in the Offer, such increased consideration will be paid to all stockholders whose Company Shares are purchased in the Offer, whether or not such Company Shares were tendered before the announcement of the increase in consideration.

We do not intend to provide for a subsequent offering period (as provided under Rule 14d-11 under the Exchange Act) because as promptly as practicable following the successful completion of the Offer we intend to effect the Merger pursuant to Section 251(h) of the Delaware General Corporation Law, as amended (“DGCL”).

Purchaser expressly reserve the right, in its sole discretion, subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the SEC, not to accept for payment any Company Shares if, at the Expiration Date, any of the Offer Conditions have not been satisfied. See Section 15—“Conditions of the Offer.” Under certain circumstances, Purchaser may terminate the Merger Agreement and the Offer. See Section 11—“Transaction Agreements—Merger Agreement—Termination.”

As soon as practicable following the Acceptance Time, in accordance with the terms of the Merger Agreement, Purchaser will complete the Merger without a vote of the stockholders of the Company pursuant to Section 251(h) of the DGCL. The Offer will be deemed, for purposes of Section 251(h) of the DGCL, to exclude Company Shares owned by the Company, Parent, Purchaser or any other wholly owned subsidiary of Parent or the Company as of immediately prior to the commencement of the Offer, which Company Shares Parent, Purchaser and the Company have agreed in the Merger Agreement will be canceled or converted into shares of the Surviving Corporation, as the case may be, in the Merger.

The Company has provided Purchaser with the Company’s stockholder list and security position listings for the purpose of disseminating the Offer to holders of Company Shares. This Offer to Purchase and the related Letter of Transmittal, together with the Schedule 14D-9, will be mailed to record holders of Company Shares whose names appear on the Company’s stockholder list and will be furnished, for subsequent transmittal to beneficial owners of Company Shares, to banks, brokers, dealers, and other nominees whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing.

2.	Acceptance for Payment and Payment for Company Shares.

Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment) and the satisfaction or waiver of all the conditions to the Offer set forth in Section 15—“Conditions of the Offer,” Purchaser will accept for “payment, and pay for, all Company Shares validly tendered pursuant to the Offer and not validly withdrawn prior to the Expiration Date.

In all cases, payment for Company Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) the certificates evidencing such Company Shares (the “Share Certificates”) or confirmation of a book-entry transfer of such Company Shares (a “Book-Entry Confirmation”) into the Depositary’s account at Computershare (the “Book-Entry Transfer Facility”) pursuant to the procedures set forth in Section 3—“Procedures for Accepting the Offer and Tendering Company Shares,” (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent’s Message (as defined below) in lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. Accordingly, tendering stockholders may be paid at different times depending upon when the foregoing documents with respect to Company Shares are actually received by the Depositary.

The term “Agent’s Message” means a message, transmitted by the Book-Entry Transfer Facility to and received by the Depositary and forming a part of a Book-Entry Confirmation, that states that the Book-Entry Transfer Facility has received an express acknowledgment from the participant in the Book-Entry Transfer Facility tendering the Company Shares that are the subject of such Book-Entry Confirmation, that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against such participant.

For purposes of the Offer, Purchaser will be deemed to have accepted for payment, and thereby purchased, Company Shares validly tendered and not validly withdrawn as, if, and when Purchaser gives oral or written notice to the Depositary of Purchaser’s acceptance for payment of such Company Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Company Shares accepted for payment pursuant to the Offer will be made by deposit of the Offer Price for such Company Shares with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from Purchaser and transmitting such payments to tendering stockholders whose Company Shares have been accepted for payment. If Purchaser extends the Offer, is delayed in its acceptance for payment of Company Shares or is unable to accept Company Shares for payment pursuant to the Offer for any reason, then, without prejudice to Purchaser’s rights under the Offer and the Merger Agreement, the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Company Shares, and such Company Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described in Section 4—“Withdrawal Rights” and as otherwise required by Rule 14e-1(c) under the Exchange Act.

If any tendered Company Shares are not accepted for payment for any reason pursuant to the terms and conditions of the Offer, or if Share Certificates are submitted evidencing more Company Shares than are tendered, Share Certificates evidencing unpurchased Company Shares will be returned, without expense to the tendering stockholder (or, in the case of Company Shares tendered by book-entry transfer into the Depositary’s account at the Book-Entry Transfer Facility pursuant to the procedure set forth in Section 3—“Procedures for Accepting the Offer and Tendering Company Shares,” such Company Shares will be credited to an account maintained at the Book-Entry Transfer Facility), as promptly as practicable following the expiration or termination of the Offer.

3.	Procedures for Accepting the Offer and Tendering Company Shares.

Valid Tenders. In order for a stockholder to validly tender Company Shares pursuant to the Offer, either (i) the Letter of Transmittal (or a manually signed facsimile thereof), duly completed and validly executed, together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal) and any other documents required by the Letter of Transmittal must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase and either (A) the Share Certificates evidencing tendered Company Shares must be received by the Depositary at such address or (B) such Company Shares must be tendered pursuant to the procedure for book-entry transfer described below and a Book-Entry Confirmation must be received by the Depositary, in each case prior to the Expiration Date, or (ii) the tendering stockholder must comply with the guaranteed delivery procedures described below under “Guaranteed Delivery.”

Book-Entry Transfer. The Depositary will establish an account with respect to the Company Shares at the Book-Entry Transfer Facility for purposes of the Offer within two (2) business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make a book-entry delivery of Company Shares by causing the Book-Entry Transfer Facility to transfer such Company Shares into the Depositary’s account at the Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility’s procedures for such transfer. However, although delivery of Company Shares may be effected through book-entry transfer at the Book-Entry Transfer Facility, either the Letter of Transmittal (or a manually signed facsimile thereof), duly completed and validly executed, together with any required signature guarantees, or an Agent’s Message in lieu of the Letter of Transmittal, and any other required documents, must, in any case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, or the tendering stockholder must comply with the guaranteed delivery procedure described below. Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Depositary.

Signature Guarantees. No signature guarantee is required on the Letter of Transmittal (i) if the Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section 3—“Procedures for Accepting the Offer and Tendering Company Shares,” includes any participant in the Book-Entry Transfer Facility’s systems whose name appears on a security position listing as the owner of the Company Shares) of the Company Shares tendered therewith, unless such holder has completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” on the Letter of Transmittal or (ii) if the Company Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations, and brokerage houses) that is a member in good standing in the Securities Transfer Agents Medallion Program, or any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 of the Exchange Act (each an “Eligible Institution” and collectively “Eligible Institutions”). In all other cases, all signatures on a Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If a Share Certificate is registered in the name of a person or persons other than the signer of the Letter of Transmittal, or if payment is to be made or delivered to, or a Share Certificate not accepted for payment or not tendered is to be issued in, the name(s) of a person other than the registered holder(s), then the Share Certificate must be endorsed or accompanied by appropriate duly executed stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear on the Share Certificate, with the signature(s) on such Share Certificate or stock powers guaranteed by an Eligible Institution as provided in the Letter of Transmittal. See Instructions 1 and 5 of the Letter of Transmittal.

Guaranteed Delivery. If a stockholder desires to tender Company Shares pursuant to the Offer and the Share Certificates evidencing such stockholder’s Company Shares are not immediately available or such stockholder cannot deliver the Share Certificates and all other required documents to the Depositary prior to the Expiration Date, or such stockholder cannot complete the procedure for delivery by book-entry transfer on a timely basis, such Company Shares may nevertheless be tendered; provided, that, all of the following conditions are satisfied:

•

such tender is made by or through an Eligible Institution;

•

a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by Purchaser, is received prior to the Expiration Date by the Depositary as provided below; and

•

the Share Certificates (or a Book-Entry Confirmation) evidencing all tendered Company Shares, in proper form for transfer, in each case together with the Letter of Transmittal (or a manually signed facsimile thereof), duly completed and validly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message), and any other documents required by the Letter of Transmittal are received by the Depositary within three (3) NASDAQ trading days after the date of execution of such Notice of Guaranteed Delivery.

The Notice of Guaranteed Delivery may be transmitted by manually signed facsimile transmission or mailed to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the form of Notice of Guaranteed Delivery made available by Purchaser.

Notwithstanding any other provision of this Offer, payment for Company Shares accepted pursuant to the Offer will in all cases only be made after timely receipt by the Depositary of (i) Share Certificates or a Book-Entry Confirmation of a book-entry transfer of such Company Shares into the Depositary’s account at the Book-Entry Transfer Facility pursuant to the procedures set forth in this Section 3—“Procedures for Accepting the Offer and Tendering Company Shares,” (ii) the Letter of Transmittal (or a manually signed facsimile thereof), duly completed and validly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. Accordingly, tendering stockholders may be paid at different times depending upon when the foregoing documents with respect to Company Shares are actually received by the Depositary.

The method of delivery of Share Certificates, the Letter of Transmittal and all other required documents, including delivery through the Book-Entry Transfer Facility, is at the option and risk of the tendering stockholder, and the delivery will be deemed made only when actually received by the Depositary (including, in the case of a book-entry transfer, receipt of a Book-Entry Confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

The tender of Company Shares pursuant to any one of the procedures described above will constitute the tendering stockholder’s acceptance of the Offer, as well as the tendering stockholder’s representation and warranty that such stockholder has the full power and authority to tender and assign the Company Shares tendered, as specified in the Letter of Transmittal. Purchaser’s acceptance for payment of Company Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering stockholder and Purchaser upon the terms and subject to the conditions of the Offer.

Options and RSUs. The Offer is made only for Company Shares and is not made for Company Stock Options or Company RSUs issued pursuant to any of the Company’s equity compensation plans. Holders of vested but unexercised Company Stock Options may participate in the Offer only if they first exercise their options in accordance with the terms of the applicable option plan and tender Company Shares, if any, issued upon such exercise. Holders of Company RSUs may participate in the Offer only if they tender Company Shares received upon vesting and settlement of Company RSUs, if any, in accordance with the terms of the applicable equity compensation plan of the Company. Any such exercise or settlement should be completed sufficiently in advance of the Expiration Date to assure the holder of such Company Stock Options or Company RSUs that the holder will have sufficient time to comply with the procedures of the tendering Company Shares described in this Section.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt), and acceptance for payment of any tender of Company Shares will be determined by Purchaser, in its sole discretion, which determination shall be final and binding on all parties. Purchaser reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance for payment of which may, in the opinion of Purchaser, be unlawful. Purchaser also reserves the absolute right to waive any defect or irregularity in the tender of any Company Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of Company Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived to the satisfaction of Purchaser. None of Purchaser, the Depositary, the Information Agent, or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification.

Appointment. By executing the Letter of Transmittal, the tendering stockholder will irrevocably appoint designees of Purchaser as such stockholder’s proxies in the manner set forth in the Letter of Transmittal, each

with full power of substitution, to the full extent of such stockholder’s rights with respect to the Company Shares tendered by such stockholder and accepted for payment by Purchaser and with respect to any and all other Company Shares or other securities or rights issued or issuable in respect of such Company Shares. All such powers of attorney and proxies will be considered irrevocable and coupled with an interest in the tendered Company Shares. Such appointment will be effective when, and only to the extent that, Purchaser accepts for payment Company Shares tendered by such stockholder as provided herein. Upon such appointment, all prior powers of attorney, proxies and consents given by such stockholder with respect to such Company Shares or other securities or rights will, without further action, be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given by such stockholder (and, if given, will not be deemed effective). The designees of Purchaser will thereby be empowered to exercise all voting and other rights with respect to such Company Shares and other securities or rights, including, without limitation, in respect of any annual, special or adjourned meeting of the Company’s stockholders, actions by written consent in lieu of any such meeting or otherwise, as they in their sole discretion deem proper. Purchaser reserves the right to require that, in order for Company Shares to be deemed validly tendered, immediately upon Purchaser’s acceptance for payment of such Company Shares, Purchaser must be able to exercise full voting, consent, and other rights with respect to such Company Shares and other related securities or rights, including voting at any meeting of stockholders.

4.	Withdrawal Rights.

Except as otherwise described in this Section 4, tenders of Company Shares made pursuant to the Offer are irrevocable. Company Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless theretofore accepted for payment by Purchaser pursuant to the Offer, may also be withdrawn at any time after May 29, 2015, in accordance with Section 14(d)(5) of the Exchange Act.

For a withdrawal to be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover page of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Company Shares to be withdrawn, the number of Company Shares to be withdrawn and the name of the registered holder of such Company Shares, if different from that of the person who tendered such Company Shares. If Share Certificates evidencing Company Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificates, the serial numbers shown on such Share Certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Company Shares have been tendered for the account of an Eligible Institution. If Company Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in Section 3—“Procedures for Accepting the Offer and Tendering Company Shares,” any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Company Shares.

If Purchaser extends the Offer, is delayed in its acceptance for payment of Company Shares, or is unable to accept Company Shares for payment pursuant to the Offer for any reason, then, without prejudice to Purchaser’s rights under the Offer, the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Company Shares, and such Company Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein.

Withdrawals of Company Shares may not be rescinded. Any Company Shares validly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Company Shares may be re-tendered by again following one of the procedures described in Section 3—“Procedures for Accepting the Offer and Tendering Company Shares” at any time prior to the Expiration Date.

All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by Purchaser, in its sole discretion, whose determination will be final and binding. None of

Purchaser, the Depositary, the Information Agent, or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

5.	Certain Material United States Federal Income Tax Consequences to U.S. Holders.

The following is a summary of certain material United States federal income tax consequences of the Offer and the Merger to U.S. Holders (as defined below) whose Company Shares are tendered and accepted for payment pursuant to the Offer or whose Company Shares are converted into the right to receive cash in the Merger. This discussion is not a complete analysis of all potential United States federal income tax consequences, nor does it address any tax consequences arising under any state, local or foreign tax laws or United States federal estate or gift tax laws. The discussion is based on current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), existing, proposed and temporary regulations thereunder and administrative and judicial interpretations thereof, all of which are subject to change, possibly with a retroactive effect. No ruling has been or will be sought from the Internal Revenue Service (the “IRS”) with respect to the matters discussed below, and there can be no assurance that the IRS will not take a contrary position regarding the tax consequences of the Offer and the Merger or that any such contrary position would not be sustained by a court.

The discussion applies only to stockholders of the Company in whose hands Company Shares are capital assets within the meaning of Section 1221 of the Code. This discussion does not apply to Company Shares received pursuant to the exercise of employee stock options or otherwise as compensation, or to certain types of stockholders (such as insurance companies, tax-exempt organizations, tax-qualified retirement plans, financial institutions and broker-dealers) who may be subject to special rules. This discussion does not consider the effect of any foreign, state or local tax laws. If a partnership holds the Company Shares, the tax treatment of a partner generally will depend on the status of the partner and on the activities of the partnership. Partners of partnerships holding Company Shares should consult their tax advisors regarding the tax consequences of the Offer and the Merger.

BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, EACH STOCKHOLDER SHOULD CONSULT ITS, HIS OR HER OWN TAX ADVISOR TO DETERMINE THE APPLICABILITY OF THE RULES DISCUSSED BELOW AND THE PARTICULAR TAX EFFECTS OF THE OFFER AND THE MERGER ON A BENEFICIAL HOLDER OF SHARES, INCLUDING THE APPLICATION AND EFFECT OF THE ALTERNATIVE MINIMUM TAX AND ANY STATE, LOCAL, AND FOREIGN TAX LAWS AND OF CHANGES IN SUCH LAWS.

For purposes of this summary, a “U.S. Holder” is a stockholder of the Company that is, for United States federal income tax purposes, (i) an individual citizen or resident of the United States; (ii) a corporation or an entity treated as a corporation for United States federal income tax purposes created or organized in or under the laws of the United States, or any state or political subdivision thereof; (iii) an estate, the income of which is subject to United States federal income tax regardless of its source; or (iv) a trust, (A) the administration of which is subject to the primary supervision of a United States court and which has one or more United States persons who have the authority to control all substantial decisions of the trust or (B) that has validly elected to be treated as a U.S. person for United States federal income tax purposes.

Effect of the Offer and the Merger. The exchange of Company Shares for cash pursuant to the Offer or the Merger will be a taxable transaction for United States federal income tax purposes. In general, a U.S. Holder who sells Company Shares pursuant to the Offer or receives cash in exchange for Company Shares pursuant to the Merger will recognize gain or loss for United States federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received and the stockholder’s adjusted tax basis in the Company Shares sold pursuant to the Offer or exchanged for cash pursuant to the Merger. Gain or loss will be determined separately for each block of Company Shares (that is, Company Shares acquired at the same cost in a single

transaction) tendered pursuant to the Offer or exchanged for cash pursuant to the Merger. Such gain or loss will be long-term capital gain or loss; provided, that, a stockholder’s holding period for such Company Shares is more than one (1) year at the time of consummation of the Offer or the Merger, as the case may be. Capital gains recognized by an individual upon a disposition of a Company Share that has been held for more than one (1) year generally will be subject to a maximum United States federal income tax rate of 20%. In the case of a Company Share that has been held for one (1) year or less, such capital gains generally will be subject to tax at ordinary income tax rates. Certain limitations apply to the use of a stockholder’s capital losses.

Medicare Tax. Certain Stockholders that are individuals, estates or trusts will be subject to an additional 3.8% tax on all or a portion of their “net investment income,” which may include all or a portion of their gain recognized in connection with the receipt of cash pursuant to the Offer or the Merger. If you are an individual, estate or trust, you should consult your tax advisors regarding the applicability of this tax to your income and gains in respect of the cash you receive in connection with the Offer or the Merger.

Information Reporting and Backup Withholding. Under the “backup withholding” provisions of United States federal income tax law, the Depositary may be required to withhold and pay over to the IRS a portion of the amount of any payments pursuant to the Offer or the Merger. In order to prevent backup federal income tax withholding with respect to payments made to U.S. Holders pursuant to the Offer or the Merger, U.S. Holders must provide the Depositary with such stockholder’s correct taxpayer identification number (“TIN”) and certify that such stockholder is not subject to backup withholding by completing the IRS Form W-9 in the Letter of Transmittal. Certain stockholders (including, among others, all corporations and certain foreign individuals and entities) may not be subject to backup withholding. If a stockholder does not provide its correct TIN or fails to provide the certifications described above, the IRS may impose a penalty on the stockholder and payment to the stockholder pursuant to the Offer may be subject to backup withholding. All stockholders surrendering Company Shares pursuant to the Offer who are U.S. persons (as defined for U.S. federal income tax purposes) should complete and sign the IRS Form W-9 included in the Letter of Transmittal to provide the information necessary to avoid backup withholding. See Instruction 8 of the Letter of Transmittal. Backup withholding is not an additional tax. Generally, any amounts withheld under the backup withholding rules described above can be refunded or credited against a stockholder’s U.S. federal income tax liability, provided that such stockholder furnishes the required information to the IRS and other applicable requirements are satisfied.

6.	Price Range of Company Shares; Dividends.

The Company Shares trade on the NASDAQ Global Market under the symbol “VTSS.” The following table sets forth the high and low sale prices per Company Share for the periods indicated. Company Share prices are as reported on NASDAQ based on published financial sources.


	High		Low
Fiscal Year Ended September 30, 2013
First Quarter	$	2.48	$	1.75
Second Quarter	$	2.36	$	1.84
Third Quarter	$	2.98	$	1.96
Fourth Quarter	$	3.09	$	2.46
Fiscal Year Ended September 30, 2014
First Quarter	$	3.13	$	2.42
Second Quarter	$	4.69	$	2.89
Third Quarter	$	4.54	$	3.11
Fourth Quarter	$	3.85	$	2.76
Fiscal Year Ended September 30, 2015
First Quarter	$	4.10	$	2.70
Second Quarter (through March 30)	$	5.38	$	3.48

The Company has never paid a cash dividend on the Company Shares. The Merger Agreement provides that from the date of the Merger Agreement to the Effective Time, without the prior written consent of Parent, the Company will not declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock or property) in respect of, any of its capital stock (including the Company Shares).

Stockholders are urged to obtain a current market quotation for the Company Shares.

7.	Certain Information Concerning the Company.

Except as specifically set forth herein, the information concerning the Company contained in this Offer to Purchase has been taken from or is based upon information furnished by the Company or its representatives or upon publicly available documents and records on file with the SEC and other public sources. The summary information set forth below is qualified in its entirety by reference to the Company’s public filings with the SEC (which may be obtained and inspected as described below) and should be considered in conjunction with the more comprehensive financial and other information in such reports and other publicly available information. We do not assume any responsibility for the accuracy or completeness of the information concerning the Company, whether furnished by the Company or contained in such documents and records, or for any failure by the Company to disclose events which may have occurred or which may affect the significance or accuracy of any such information but which are unknown to us.

General. The Company is a Delaware corporation, originally incorporated in 1987 in Delaware. The Company’s principal executive offices are located at 4721 Calle Carga, Camarillo, California 93012. The telephone number of the Company is (805) 388-3700. The following description of the Company and its business is qualified in its entirety by reference to the Company’s Annual Report on Form 10-K, as amended, for the fiscal year ended September 30, 2014. The Company is a leading supplier of high-performance integrated circuits, associated application and protocol software, and integrated turnkey systems solutions used in Carrier, Enterprise and Industrial Internet of Things Ethernet networking applications.

Available Information. The Company Shares are registered under the Exchange Act. Accordingly, the Company is subject to the information reporting requirements of the Exchange Act and, in accordance therewith, is required to file periodic reports, proxy statements and other information with the SEC relating to its business, financial condition and other matters. Information as of particular dates concerning the Company’s directors and officers, their remuneration, stock options granted to them, the principal holders of the Company’s securities, any material interests of such persons in transactions with the Company and other matters is required to be disclosed in proxy statements, the most recent one having been filed with the SEC on January 14, 2015.

Such reports, proxy statements and other information can be inspected and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549-0213. Information regarding the public reference facilities may be obtained from the SEC by telephoning 1-800-SEC-0330. The Company’s filings are also available to the public on the SEC’s internet site (http://www.sec.gov). Copies of such materials may also be obtained by mail from the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549-0213 at prescribed rates.

Although Purchaser has no knowledge that any such information is untrue, Purchaser takes no responsibility for the accuracy or completeness of information contained in this Offer to Purchase with respect to the Company or any of its subsidiaries or affiliates or for any failure by the Company to disclose any events which may have occurred or may affect the significance or accuracy of any such information.

8.	Certain Information Concerning Parent and Purchaser.

General. Microsemi is a Delaware corporation, incorporated in the state of Delaware in 1960 and changing its name from Microsemiconductor Corporation in February 1983, with its principal executive offices located at One Enterprise, Aliso Viejo, CA 92656. The telephone number of Microsemi is (949) 380-6100. The following description of Microsemi and its business is qualified in its entirety by reference to Microsemi’s Annual Report on Form 10-K for the fiscal year ended September 28, 2014. Microsemi is a leading designer, manufacturer and marketer of high performance analog and mixed-signal semiconductor solutions differentiated by power, security, reliability and performance. Microsemi’s semiconductors manage and control or regulate power, protect against transient voltage spikes and transmit, receive and amplify signals. Microsemi’s products include individual components as well as integrated circuit solutions that enhance customer designs by improving performance, reliability and battery optimization, reducing size or protecting circuits. Microsemi operates on the basis of one reportable segment, as a manufacturer of semiconductors in different geographic areas, including the United States, Europe and Asia.

Purchaser is a Delaware corporation with its principal offices located at One Enterprise, Aliso Viejo, CA 92656.The telephone number of Purchaser is (949) 380-6100. Purchaser is a wholly owned subsidiary of Microsemi. Purchaser was formed solely for the purpose of engaging in the Offer, the Merger and the other transactions contemplated by the Merger Agreement and has not engaged, and does not expect to engage, in any other business activities.

The name, citizenship, business address, business phone number, present principal occupation or employment and past material occupation, positions, offices or employment for at least the last five (5) years for each director and executive officer of Microsemi and Purchaser and certain other information are set forth in Schedule I hereto.

Parent and Purchaser may each be deemed to have shared voting power and shared dispositive power with respect to (and therefore beneficially own) the 15,330,639 outstanding Company Shares, or approximately 22.1% of all outstanding Company Shares, as well as well as 1,186,627 Company Shares or approximately 1.7% of all outstanding Company Shares underlying options to purchase Company Shares or restricted stock units with respect to Company Shares, in each case subject to the Tender and Support Agreement, as of March 27, 2015. Microsemi expressly disclaims beneficial ownership of Company Shares covered by the Tender and Support Agreement. Microsemi also owns 100 Company Shares. Except as described in this Offer to Purchase and in Schedule I hereto, (i) none of Parent, Purchaser or, to the best knowledge of Parent and Purchaser, any of the persons listed in Schedule I to this Offer to Purchase or any associate or majority-owned subsidiary of Parent or Purchaser or any of the persons so listed beneficially owns or has any right to acquire, directly or indirectly, any Company Shares and (ii) none of Parent, Purchaser or, to the best knowledge of Parent and Purchaser, any of the persons or entities referred to above nor any director, executive officer or subsidiary of any of the foregoing has effected any transaction in the Company Shares during the past sixty (60) days.

Except as provided in the Merger Agreement and the Tender and Support Agreement, or as otherwise described in this Offer to Purchase, none of Parent, Purchaser, majority-owned subsidiary of Parent or Purchaser or, to the best knowledge of Parent and Purchaser, any of the persons listed in Schedule I to this Offer to Purchase, has any present or proposed material agreement, arrangement, understanding or relationship with any other person with respect to any securities of the Company (including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss, or the giving or withholding of proxies, consents or authorizations).

Except as set forth in this Offer to Purchase, none of Parent, Purchaser, or, to the best knowledge of Parent and Purchaser, any of the persons listed on Schedule I hereto, has had any business relationship or transaction with the Company or any of its executive officers, directors or affiliates that is required to be reported under the rules and regulations of the SEC applicable to the Offer. Except as set forth in this Offer to Purchase, there have been no contacts, negotiations or transactions between Parent or any of its subsidiaries or, to the best knowledge

of Parent, any of the persons listed in Schedule I to this Offer to Purchase, on the one hand, and the Company or its affiliates, on the other hand, concerning a merger, consolidation or acquisition, tender offer or other acquisition of securities, an election of directors or a sale or other transfer of a material amount of assets during the past two (2) years. None of Parent, Purchaser or the persons listed in Schedule I has, during the past five (5) years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of Parent, Purchaser or the persons listed in Schedule I has, during the past five (5) years, been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

Available Information. Pursuant to Rule 14d-3 under the Exchange Act, Microsemi and Purchaser filed with the SEC a Tender Offer Statement on Schedule TO (the “Schedule TO”), of which this Offer to Purchase forms a part, and exhibits to the Schedule TO. Additionally, Microsemi is subject to the information reporting requirements of the Exchange Act and, in accordance therewith, is required to file periodic reports, proxy statements and other information with the SEC relating to its business, financial condition and other matters. The Schedule TO and the exhibits thereto, and such reports, proxy statements and other information, can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549-0213. Information regarding the public reference facilities may be obtained from the SEC by telephoning 1-800-SEC-0330. Microsemi filings are also available to the public on the SEC’s internet site (http://www.sec.gov). Copies of such materials may also be obtained by mail from the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549-0213 at prescribed rates.

9.	Source and Amount of Funds.

Microsemi will provide Purchaser with sufficient funds to pay for all Company Shares accepted for payment in the Offer or to be acquired in the Merger. Microsemi and Purchaser estimate that approximately $389 million will be required to purchase all of the Company Shares pursuant to the Offer and the Merger, plus related transaction fees and expenses. Microsemi expects to fund the Offer and the Merger from the Incremental Term Facility (as defined below) and cash on hand. However, the Offer is not conditioned upon Microsemi’s or Purchaser’s ability to obtain the Financing (as defined below). Subject to the terms and conditions of the Merger Agreement, Microsemi and Purchaser intend to consummate the Offer and the Merger irrespective of the availability of the Financing, through alternative financing, cash on hand or the issuance of other debt or equity securities. Microsemi and Purchaser have no specific alternative financing arrangements or alternative financing plans in connection with the Offer or the Merger.

Purchaser does not think its financial condition is relevant to the Company’s stockholders’ decision whether to tender Company Shares and accept the Offer because:

•

the Offer is being made for all outstanding Company Shares solely for cash;

•

Purchaser, through its parent company, Microsemi, will have sufficient funds available to purchase all Company Shares validly tendered in the Offer and not validly withdrawn in light of Microsemi’s financial capacity in relation to the amount of consideration payable;

•

the Offer is not subject to any financing condition; and

•

if Purchaser consummates the Offer, it expects to acquire any remaining Company Shares for the same cash price in the Merger.

It is anticipated that any indebtedness incurred by Microsemi in connection with the Offer and the Merger will be refinanced or repaid from funds generated internally by Microsemi and its subsidiaries. No final decisions have been made concerning the repayment of such indebtedness or the timing of such payments, and such decisions will be made based on Microsemi’s review from time to time of the advisability of particular actions, as well as on interest rates and other economic conditions.

Credit Facilities. On March 17, 2015, Microsemi entered into a commitment letter (the “Commitment Letter”) with Bank of America, N.A. (“Bank of America”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) pursuant to which Bank of America has committed to provide a $300,000,000 incremental term loan facility (the “Incremental Term Facility,” and the provision of such funds as set forth in the Commitment Letter, the “Financing”). The Incremental Term Facility is available to (i) finance the Offer and related Merger pursuant to the Merger Agreement, (ii) repay existing indebtedness of the Company following the consummation of the Merger, and (iii) pay fees and expenses related to the Merger and the Financing. Under the Commitment Letter, Merrill Lynch will act as sole lead arranger and bookrunner. The actual documentation governing the Incremental Term Facility has not been finalized, and accordingly, the actual terms may differ from the description of such terms below.

Syndication. Microsemi has agreed to assist, for a period of up to 90 days after the initial funding date, the lead arranger in connection with such syndication, including, without limitation, using commercially reasonable efforts to obtain ratings from Standard & Poor’s Rating Service and Moody’s Investors Service, Inc. that give pro forma effect to the Offer, the Merger and the borrowing under the Incremental Term Facility.

Interest Rates. Interest under the Incremental Term Facility is anticipated to be, at Microsemi’s option, Base Rate or LIBOR, plus a margin of 1.75% for Base Rate-based loans and 2.75% for LIBOR-based loans. LIBOR-based loans are also subject to a floor. Interest for Base Rate-based loans is calculated on the basis of a 365/366-day year and interest for LIBOR-based loans is calculated on the basis of a 360-day year.

Fees. Microsemi expects to pay certain customary upfront fees or original issue discount and other fees on or in respect of the aggregate principal amount of the incremental term loans on the initial funding date.

Conditions to Initial Funding. The initial borrowing under the Incremental Term Facility is conditioned upon the satisfaction of conditions customary in similar transactions, including, without limitation:

•

the execution of final customary documentation;

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the consummation of the Offer and the Merger in accordance with applicable law and the Merger Agreement in all material respects, without any modification, amendment or waiver of the Merger Agreement that is materially adverse to the interests of the lenders under the Incremental Term Facility without the prior written consent of the lead arranger;

•

no Effect (as defined in the Merger Agreement) shall have occurred with respect to the Company and its subsidiaries since the date of the Merger Agreement that has had or is reasonably likely to have a Material Adverse Effect (as defined in the Merger Agreement), which Effect is continuing;

•

the lead arranger shall have received certain financial statements and forecasts and the Merger shall constitute a Permitted Acquisition under and as defined in the Existing Credit Agreement (as defined below);

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the payment of certain fees and expenses;

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the lead arranger shall have received an information memorandum at least 15 business days prior to the date of the initial borrowing;

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the delivery of all necessary documentation under the Patriot Act; and

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there shall have been no amendments to the Existing Credit Agreement that are materially adverse to the initial lenders under the Incremental Term Facility.

Guarantees and Security. All obligations of Microsemi under the Incremental Term Facility will be unconditionally guaranteed by each of the guarantors under Microsemi’s existing amended and restated credit agreement, dated as of October 13, 2011, with, among others, Royal Bank of Canada, as administrative agent (as amended, modified and supplemented from time to time, the “Existing Credit Agreement”). The Incremental Term Facility will be secured by a lien and security interest in the collateral that also secures the other loans and obligations under the Existing Credit Agreement.

Representations, Warranties, Covenants and Events of Default. The Incremental Term Facility will contain certain representations and warranties, certain affirmative covenants, certain negative covenants, certain conditions and events of default that are substantially similar to the Existing Credit Agreement.

10.

Background of the Offer; Past Contacts or Negotiations with the Company.

Background of the Offer

Microsemi regularly evaluates strategic alternatives to expand and diversify its operations and to enhance stockholder value, including potential strategic acquisitions of other companies and additional product lines and assets.

In March 2013, Microsemi was contacted by the Company to determine whether Microsemi might be interested in engaging in discussions regarding an acquisition of the Company. Microsemi indicated that it would be interested in commencing those discussions.

The Company and Microsemi signed a non-disclosure agreement on March 13, 2013, which contained an 18-month standstill provision expiring on September 13, 2014.

On May 15, 2013, Microsemi submitted a non-binding proposal to acquire the Company for cash consideration of $2.80 per Company Share and requested exclusivity to negotiate a transaction. Based on this proposal, the Company Board informed Microsemi that the Company was not interested in pursuing a sale transaction on the terms outlined.

On May 19, 2014, Microsemi submitted a second non-binding proposal to acquire the Company, increasing its purchase price to $4.00 per Company Share in cash and requesting exclusivity to negotiate a transaction.

On May 29, 2014, the Company responded to Microsemi, stating that the Company Board had determined that Microsemi’s proposal significantly undervalued the Company and that it was not interested in pursuing a sale.

From June 2014 through August 2014, Microsemi continued to express interest in acquiring the Company, with James Peterson, Chairman of the Board and Chief Executive Officer of Microsemi and Steven Litchfield, Microsemi’s Executive Vice President and Chief Strategy Officer, contacting Christopher Gardner, the Company’s President and Chief Executive Officer by letter and e-mail correspondence. On June 12, 2014, Mr. Peterson sent Mr. Gardner a letter seeking further discussions with the Company and suggesting that Microsemi would consider an increase in its proposed purchase price if a higher value for the Company could be justified through management discussions and diligence. The Company continued to maintain during this period that the Company was not for sale, but expressed a willingness to continue discussions if Microsemi agreed to extend the standstill arrangement in the parties’ non-disclosure agreement.

On September 5, 2014, Microsemi sent a letter to the Company reiterating Microsemi’s views regarding its $4.00 per Company Share proposal of May 19, 2014, and again requesting that the Company engage with Microsemi to help it better understand why the Company Board had determined that Microsemi’s proposed price undervalued the Company. Microsemi also indicated its willingness to extend the parties’ standstill by an additional six months.

On September 11, 2014, the Company sent to Microsemi an amendment to their mutual non-disclosure agreement that extended the existing standstill by six months.

Microsemi did not respond to the Company’s proposed amendment to the parties’ non-disclosure agreement, and the standstill expired on September 13, 2014.

In early January 2015, the Company reinitiated its sale process. Microsemi initially was advised of the Company’s sale process on January 26, 2015, at a lunch between Mr. Gardner and Mr. Peterson. Mr. Gardner explained that the Company had approached numerous strategic parties about their interest in acquiring the Company and invited Microsemi to participate in the Company’s sale process. Mr. Peterson confirmed Microsemi’s interest in a potential acquisition of the Company. On February 5, 2015, Microsemi and the Company amended their existing non-disclosure agreement, entered into on March 13, 2013 and still in effect, to reinstate and extend the standstill provisions contained therein until March 13, 2015.

On February 5, 2015, the Company’s management met in person with Microsemi’s management in Irvine, California to discuss the Company’s business, provide detailed diligence information, and answer questions. Representatives of Deutsche Bank Securities Inc. (“Deutsche Bank”), the Company’s financial advisor, also attended this meeting. At the conclusion of this meeting, Microsemi reaffirmed its interest in acquiring the Company and requested additional financial information relating to anticipated synergies of the combined companies, which was provided on February 11, 2015.

On February 10, 2015, Microsemi submitted a non-binding proposal to acquire the Company for $4.75 per Company Share in cash and requested exclusivity to negotiate a transaction. Microsemi requested a response from the Company by Friday, February 13, 2015.

On February 11, 2015, Deutsche Bank, on behalf of the Company, contacted representatives of Microsemi regarding Microsemi’s proposal, at which time Microsemi proposed a four-week go-shop period to address the Company’s concerns about entering into exclusivity with Microsemi while the Company was still engaged in discussions with other interested parties. Later that day, Mr. Peterson exchanged e-mails with Mr. Gardner proposing the go-shop option.

Also on February 11, 2015, Mr. Gardner sent an e-mail to Mr. Litchfield addressing possible product synergies between the Company and Microsemi.

On February 13, 2015, Mr. Gardner sent an e-mail to Mr. Peterson to inform him that the Company Board would meet on February 18, 2015 to discuss Microsemi’s proposal.

On February 14, 2015, Mr. Peterson responded to Mr. Gardner’s e-mail, at which time Mr. Peterson reaffirmed Microsemi’s interest in acquiring the Company but indicated that Microsemi was pursuing another potential acquisition that necessitated a response from the Company as soon as possible.

On February 18, 2015, Mr. Traub telephoned Mr. Peterson to negotiate a higher price, greater assurance of closing, and exclusivity of less than four weeks. Mr. Traub communicated that the Company would prefer not to grant exclusivity, but that the Company Board might consider granting exclusivity in exchange for a higher price per Company Share. Mr. Peterson responded that Microsemi was prepared to propose a purchase price of $5.18 per Company Share, a 20-day period of exclusivity to negotiate definitive agreements and a post-signing go-shop period and believed that a transaction could be announced within six weeks. Mr. Traub indicated that he would bring this latest proposal to the Company Board for its consideration.

Before the Company Board convened to discuss Microsemi’s improved proposal, Mr. Peterson again telephoned Mr. Traub on February 18, 2015 to further increase Microsemi’s proposal to $5.28 per Company Share. He also indicated that Microsemi desired to enter exclusivity immediately.

On February 19, 2015, Mr. Traub responded to Mr. Peterson via e-mail, indicating that Microsemi’s desire for exclusivity would be difficult for the Company Board to approve without a meaningful increase in consideration. That day, Mr. Litchfield telephoned Mr. Traub to discuss Microsemi’s desire for exclusivity and the possibility of increasing the purchase price.

Later on February 19, 2015, Mr. Peterson and Mr. Traub corresponded via e-mail, confirming Microsemi’s offer price of $5.28 per Company Share and a 20-day period of exclusivity to negotiate a transaction. Later that evening, Mr. Litchfield delivered to the Company a revised indication of interest, dated February 19, 2014, which reflected a cash purchase price of $5.28 per Company Share, a 20-day period of exclusivity to negotiate definitive agreements, a 21-day post-announcement go-shop period, no financing condition, and an anticipated period to announcement of a transaction of six weeks or less.

On February 20, 2015, Mr. Traub sent an e-mail to Mr. Peterson confirming that the Company would be convening a meeting of the Company Board to discuss and consider Microsemi’s revised proposal.

Also on February 20, 2015, representatives of the Company informed Microsemi that the Company Board was prepared to proceed on the basis of Microsemi’s most recent proposal, subject to certain revisions.

On February 23, 2015, Microsemi provided a revised, signed indication of interest dated February 23, 2015 reflecting all of the changes requested by the Company. The Company returned a fully executed copy that same day, and the 21-day exclusivity period commenced.

On February, 24, 2015, the Company made available to Microsemi an online data room containing due diligence information and Microsemi commenced due diligence on these documents. Representatives of Microsemi, including certain of Microsemi’s external advisors, continued to conduct due diligence on the Company through the date of execution of the Merger Agreement. During the period from February 24, 2015 through March 17, 2015, Microsemi, the Company and their respective representatives held numerous due diligence calls, and the Company added materials to its online data room on an ongoing basis.

On February 26, 2015, Microsemi sent a due diligence request list for a meeting to be held the following day and, on February 27, 2015, representatives of Microsemi met in person with representatives of the Company, together with representatives of Deutsche Bank, in Irvine, CA.

On March 2, 2015, Microsemi’s outside legal counsel, O’Melveny & Meyers LLP (“OMM”), provided to Stubbs Alderton & Markiles, LLP (“Stubbs Alderton”), the Company’s outside legal counsel, an initial draft of the Merger Agreement. On March 3, 2015, OMM provided to Stubbs Alderton an initial draft of the Tender and Support Agreement.

On March 4, 2015, a representative of Stubbs Alderton held a telephonic meeting with a representative of OMM to discuss material issues raised by the initial draft. Following that conversation, Stubbs Alderton provided to OMM a responsive draft of the Merger Agreement.

On March 5, 2015, representatives of Stubbs Alderton and OMM spoke by telephone about open issues in the Merger Agreement.

On March 6, 2015, representatives of the Company, including Mr. Gardner and Mr. McDermut, together with representatives of Deutsche Bank, spoke by phone with representatives of Microsemi, including Mr. Litchfield and John W. Hohener, Microsemi’s Chief Financial Officer, regarding Microsemi’s proposed financing for the transaction. Microsemi was negotiating a commitment letter (the “Commitment Letter”) with Bank of America, N.A. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (collectively, the “Financing Sources”) for debt financing for the acquisition of the Company. While Microsemi’s obligation to consummate the Offer and the Merger was not conditioned on obtaining financing, Microsemi was negotiating for the right to delay consummation of the Offer and the Merger for some agreed period if the financing were not available.

On March 9, 2015, OMM provided to Stubbs Alderton a revised draft of the Merger Agreement and, on March 10, 2015, OMM provided additional comments to the financing-related terms of the Merger Agreement. On March 10, 2015, representatives of OMM and Stubbs Alderton discussed by telephone the latest draft of the Merger Agreement.

On March 11, 2015, Stubbs Alderton provided to OMM a revised draft of the Merger Agreement and the Support Agreement, the latter of which included comments from Raging Capital Master Fund, Ltd., a proposed party to that agreement. OMM confirmed the following day that the proposed changes to the Support Agreement were acceptable.

Also on March 11, 2015, Mr. Traub met with representatives of Microsemi, including Mr. Peterson, Mr. Litchfield, and Mr. Goren, in Aliso Viejo, California, to discuss the open terms of the Merger Agreement. At that meeting, the parties reviewed the open issues and proposed solutions. The parties then agreed that because they were close to a resolution of all issues, it was advisable to keep the parties on track by providing a short extension of the exclusivity period. Microsemi’s exclusivity period was scheduled to expire on Sunday, March 15, 2015, and Mr. Peterson requested an extension until March 17, 2015. Following the meeting, David Goren, Senior Vice President and Chief Legal and Compliance Officer of Microsemi, sent a letter to Mr. Gardner proposing to extend the exclusivity period until 11:59 p.m. Pacific Daylight Time on March 17, 2015. Mr. Gardner, on behalf of the Company and after consultation with members of the Strategic Advisory Committee, returned a fully executed copy of the extension the following day.

On March 12, 2015, OMM provided to Stubbs Alderton a revised draft of the Merger Agreement. Later that same day, representatives of OMM, Mr. Goren and representatives of Stubbs Alderton discussed by telephone the remaining unresolved material terms in the revised draft of the Merger Agreement.

Beginning on March 12, 2015, at Microsemi’s request, the Company provided access to the online data room to the Financing Sources and their legal representatives, as well as to Microsemi’s financial advisor, RBC Capital Markets, LLC.

From March 13, 2015 through March 16, 2015, there were several calls between Microsemi and the Company and their respective advisors regarding the draft Merger Agreement, and after a period of negotiation, Microsemi and the Company agreed on all material terms. OMM and Stubbs Alderton continued to exchange drafts of the Merger Agreement during this period.

On March 16, 2015, the Board of Directors of Microsemi met and authorized and approved the execution, delivery and performance of the Merger Agreement, the Tender and Support Agreement, the Offer, the Merger and the other transactions contemplated thereby.

Also on March 16, 2015, OMM delivered to Stubbs Alderton a substantially final draft of the Commitment Letter that had been negotiated with the Financing Sources and their representatives, and Stubbs Alderton provided comments to the Commitment Letter on March 17, 2015.

During the period from March 15, 2015 through March 17, 2015, representatives of the parties and their respective legal advisors continued to work on the disclosure schedule to the Merger Agreement and discussed by telephone Microsemi’s remaining due diligence inquiries. OMM and Stubbs Alderton exchanged multiple drafts of the disclosure schedule. Microsemi’s due diligence inquiries were resolved to the parties’ satisfaction on March 17, 2015, and the disclosure schedule was finalized that day prior to execution of the Merger Agreement.

Also on March 17, 2015, Microsemi, Purchaser and the Company executed the Merger Agreement, and Microsemi, Purchaser, the directors of the Company and Raging Capital Master Fund, Ltd. executed the Support Agreement.

On the morning of March 18, 2015, both Microsemi and the Company issued a joint press release announcing the proposed transaction.

11.

The Transaction Documents.

The Merger Agreement. The following is a summary of the material provisions of the Merger Agreement. The following description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement itself, which we have filed with the SEC as an exhibit to the Tender Offer Statement on Schedule TO, which you may examine and copy as set forth in Section 8—“Certain Information Concerning Parent and Purchaser” above. For a complete understanding of the Merger Agreement, you are encouraged to read the full text of the Merger Agreement. Capitalized terms used in the following summary and not otherwise defined in this Offer to Purchase have the meanings set forth in the Merger Agreement.

Explanatory Note Regarding Summary of Merger Agreement and Representations and Warranties in the Merger Agreement. The summary of the terms of the Merger Agreement is intended to provide information about the terms of the Merger. The terms and information in the Merger Agreement should not be relied on as disclosures about Parent or the Company without consideration of the entirety of public disclosure by Parent and the Company as set forth in all of their respective public reports with the SEC. The terms of the Merger Agreement (such as the representations and warranties) govern the contractual rights and relationships, and allocate risks, between the parties in relation to the Merger. In particular, the representations and warranties made by the parties to each other in the Merger Agreement have been negotiated between the parties with the principal purpose of setting forth their respective rights with respect to their obligation to close the Merger should events or circumstances change or be different from those stated in the representations and warranties. Matters may change from the state of affairs contemplated by the representations and warranties. Parent and the Company will provide additional disclosure in their public reports to the extent that they are aware of the existence of any material facts that are required to be disclosed under federal securities law and that might otherwise contradict the terms and information contained in the Merger Agreement and will update such disclosure as required by federal securities laws.

The Offer. The Merger Agreement provides for the commencement of the Offer as promptly as reasonably practicable, but no later than ten (10) business days (commencing with the first business day) after the date of the Merger Agreement, provided that the Merger Agreement has not terminated in accordance with its terms and that certain events set forth in Annex A of the Merger Agreement have not occurred.

Conditions to the Offer. The obligation of Purchaser to accept for payment, purchase and pay for any Company Shares tendered pursuant to the Offer is subject to (i) the satisfaction of the Minimum Condition, (ii) the expiration or termination of any applicable waiting period under the HSR Act and the receipt of any other material consents or approvals of any governmental authority and (iii) the other conditions set forth in Section 15—“Conditions of the Offer.” Purchaser expressly reserves the right (but shall not be obligated) at any time, or from time to time, on or before the expiration of the Offer (except for conditions dependent upon the receipt of necessary government approvals, which may be asserted at any time and from time to time), in its sole discretion, to amend or waive any such condition (other than the Minimum Condition, which may not be amended or waived), to increase the price per Company Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, that, without the prior written consent of the Company no change may be made that decreases the price per Company Share payable in the Offer (except as provided in the Merger Agreement), changes the form of consideration payable in the Offer, decreases the number of Company Shares sought to be purchased in the Offer, adds to the conditions to the Offer set forth in Section 15—“Conditions of the Offer,” extends the Offer other than as described below, or modifies or amends any condition to the Offer in any manner that broadens such conditions or is adverse to the holders of Company Shares.

The Offer will remain open until 12:00 midnight, New York City time, at the end of April 27, 2015, the twentieth (20th) business day beginning with (and including) the date that the Offer is commenced (the “Expiration Date”), unless the period of time for which the Offer is open shall have been extended pursuant to,

and in accordance with, the provisions of the Merger Agreement or as required by applicable laws or the interpretations of the SEC (in which event the term “Expiration Date” shall mean the latest time and date as the Offer, as so extended, may expire).

Unless the Merger Agreement has been terminated in accordance with its terms, (i) Purchaser will extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff or the Nasdaq Stock Market that is applicable to the Offer, and (ii) if, on the initial Expiration Date or any subsequent date as of which the Offer is scheduled to expire, any condition of the Offer is not satisfied and has not been waived, then Purchaser will extend (and re-extend) the Offer and its expiration date beyond the initial Expiration Date or such subsequent date for one or more additional periods of up to 10 business days each (each such extension period, an “Additional Offer Period”), to permit such conditions of the Offer to be satisfied; provided, however, that notwithstanding the foregoing clauses (i) and (ii) of this paragraph, (A) if any of certain of the events set forth in clause (iii)(a) Annex A of the Merger Agreement shall have occurred on or before the initial Expiration Date or the end of any Additional Offer Period, in no event shall Purchaser be required to extend the Offer beyond the Initial Expiration Date or end of such Additional Offer Period, as applicable and (B) if, at the initial Expiration Date or the end of any Additional Offer Period, all of the Offer Conditions, except for the Minimum Condition, are satisfied or have been waived, then Purchaser shall only be required to extend the Offer and its expiration date beyond the initial Expiration Date or such subsequent date for one or more additional periods not to exceed an aggregate of 20 business days, to permit such Offer Condition to be satisfied.

In addition, if on any Expiration Date, all of the tender offer conditions described in Section 15—“Conditions of the Offer” (including the Minimum Condition) shall have been satisfied or waived, but (i) there exists an uncured failure to release any portion of the debt financing contemplated by the Commitment Letter, and (ii) such failure to obtain such financing impedes the ability of Parent or Purchaser to accept Company Shares for payment in the Offer, then Purchaser is permitted to extend the Offer for one or more successive periods as determined by Purchaser of up to 10 business days each (or any longer period approved in advance by Seller) to cure the failure to receive such financing.

In no event will the extension provisions extend the Offer beyond the Outside Date (which is defined in the Merger Agreement as July 17, 2015).

In the event that the Merger Agreement is terminated pursuant to its terms, Purchaser shall (and Parent shall cause Purchaser to) promptly (and in any event within twenty four (24) hours of such termination), irrevocably and unconditionally terminate the Offer.

In the event that Purchaser elects to extend the offer to obtain financing as described above, each of Parent and Purchaser will be deemed to have irrevocably waived all of the tender offer conditions described in Section 15—“Conditions of the Offer” (other than the condition related to Seller’s failure to comply with or perform any covenant, obligation or agreement of the Company under the Merger Agreement, which shall be deemed to have been satisfied so long as the Company has not engaged in an Intentional Breach (as defined below) of any of its covenants, obligations or agreements under the Merger Agreement required to be performed prior to the expiration of the Offer and such Intentional Breach has not been cured) and the right to terminate the Merger Agreement except with the Company’s consent or in connection with a change in recommendation by the Company Board or the non-satisfaction of the tender offer condition related to Company’s failure to comply with or perform any covenant, obligation or agreement of the Company under the Merger Agreement, which shall be deemed to have been satisfied so long as the Company has not engaged in an Intentional Breach of any of its covenants, obligations or agreements under the Merger Agreement required to be performed prior to the expiration of the Offer and such Intentional Breach has not been cured, as such termination rights are described in Section 11—“The Transaction Documents.”

Under the Merger Agreement, an “Intentional Breach” is defined as a breach by the Company of a covenant, obligation or agreement under the Merger Agreement only if: (i) such covenant, obligation or agreement is

material to Parent and Purchaser; (ii) the Company shall have willfully breached such covenant, obligation or agreement; (iii) the breach of such covenant, obligation or agreement is the substantial or principal cause of, or resulted in, the failure of Parent and Purchaser to consummate the Financing prior to the Outside Date for purposes of funding the purchase of Company Shares in the Offer; and (iv) any Company employee or representative taking the action, failing to take the action, or authorizing (or failing to authorize) the action, as the case may be, giving rise to the breach of such covenant, obligation or agreement shall have had actual knowledge, at the time of Seller’s breach of such covenant, obligation or agreement, that such action (or failure to act) was a breach of such covenant, obligation or agreement under the Merger Agreement. Notwithstanding such irrevocable waiver of the tender offer conditions, (A) neither Parent nor Purchaser, without the prior written consent of the Company, will be permitted to accept for payment (or pay for) any Company Shares that are tendered in the Offer unless the Minimum Condition is satisfied at such time, (B) during any extension of the Offer described in the previous paragraph with respect to a financing failure, the Company will not exercise any remedies against Parent or Purchaser for failure to accept for payment (or pay for) any Company Shares that are tendered in the Offer, and (C) if for any reason (other than a failure of the tender offer condition related to the Company’s failure to comply with or perform any covenant, obligation or agreement of Seller under the Merger Agreement, which shall be deemed to have been satisfied so long as the Company has not engaged in an Intentional Breach of any of its covenants, obligations or agreements under this Agreement required to be performed prior to the expiration of the Offer and such Intentional Breach has not been cured), Purchaser does not accept for payment (and pay for) all Company Shares validly tendered in the Offer and not properly withdrawn at the expiration of such successive period(s), then Parent and Purchaser shall be deemed to be in breach of the Merger Agreement.

The Merger. The Merger Agreement provides that as soon as practicable following the following the acceptance for payment of Company Shares pursuant to the Offer, at the Effective Time, Purchaser will be merged with and into the Company with the Company being the surviving corporation in the Merger (the “Surviving Corporation”). Following the Effective Time, the separate corporate existence of Purchaser will cease, and the Company will continue as the Surviving Corporation, wholly owned by Parent. The Merger will be governed by Section 251(h) of the DGCL. Accordingly, it is intended that the Merger will become effective as soon as practicable following the acceptance for payment of Company Shares pursuant to the Offer without a meeting of the Company’s stockholders in accordance with Section 251(h) of the DGCL.

The directors of Purchaser immediately prior to the Effective Time will be the directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. Except as determined by Parent or Purchaser prior to the Effective Time, the officers of the Company immediately prior to the Effective Time will be the officers of the Surviving Corporation, until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal.

Pursuant to the Merger Agreement, each Company Share issued and outstanding immediately prior to the Effective Time (other than Company Shares held in the treasury of the Company or directly owned by Parent, Purchaser, or any subsidiary of Parent or the Company, which will be canceled and will cease to exist and Company Shares with respect to which the holders have properly perfected their appraisal rights under Delaware law) will be converted into the right to receive net in cash, without interest and less any required withholding taxes, an amount equal to the Offer Price paid in the Offer (the “Merger Consideration”).

Treatment of Equity Awards and Employee Stock Purchase Plan in the Merger. The Merger Agreement provides that at the Effective Time of the Merger, the Company Stock Options and Company RSUs that are outstanding as of the Effective Time and the rights of participants in the ESPP will be treated as follows:

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Each Company RSU that is then outstanding will be assumed by Parent.

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Each Company Stock Option that is then outstanding will be assumed by Parent, other than any Company Stock Option that (i) has an exercise price per Company Share greater than $8.20, or (ii) was

granted pursuant to the Company’s Restated 2001 Stock Incentive Plan, has an exercise price per Company Share less than or equal to $8.20, and the holder thereof has not consented to the assumption by Parent of such Company Stock Option, which shall in each such case be cancelled without payment (or, in the case of an Company Stock Option referred to in clause (ii) above with a per-Company Share exercise price that is less than the Merger Consideration, cancelled in exchange for a cash payment equal to the total number of Company Shares subject to such Company Stock Option, multiplied by the amount by which the Merger Consideration exceeds the per-share exercise price of such Company Option).

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any offering period underway immediately prior to the Effective Time under the ESPP, and the rights of each participant in the ESPP with respect to such offering period, shall be cancelled upon the Effective Time (any such period, a “Shortened Offering Period”), and each active participant in such Shortened Offering Period at the Effective Time shall receive (i) a refund in cash of the amount of such participant’s accumulated payroll contributions to the ESPP with respect to such Shortened Offering Period and (ii) for each Company Share such participant would have been entitled to purchase under the ESPP for the Shortened Offering Period (taking into account the participant’s accumulated payroll contributions through the Effective Time, and assuming that such participant was permitted to purchase Company Shares under the ESPP at the Effective Time for the Shortened Offering Period), a cash payment equal to (x) the Merger Consideration, less (y) the per-share purchase price for a Company Share under the ESPP for the Shortened Offering Period, subject to all applicable income and employment withholding taxes.

Representations and Warranties. In the Merger Agreement, the Company has made customary representations and warranties to Parent and Purchaser, including representations relating to: organization and qualification; Company subsidiaries; Certificate of Incorporation and Bylaws; capitalization; authority relative to the Merger Agreement; no conflict; required filings and consents; permits; compliance; SEC filings; financial statements; absence of certain changes or events; absence of litigation; employee benefit plans (including certain representations relating to Rule 14d-10 of the Exchange Act); labor and employment matters; offer documents; Schedule 14D-9; property and leases; intellectual property; taxes; environmental matters; material contracts; insurance; brokers and expenses; takeover laws; customers and suppliers; certain business practices; data protection; systems and information technology; minute books; export control and economic sanctions laws; government contracts; affiliate transactions; vote required; and opinion of financial advisor.

In the Merger Agreement, Parent and Purchaser have made customary representations and warranties to the Company, including representations relating to: corporate organization; authority relative to the Merger Agreement; no conflict; required filings and consents; financing; offer documents; absence of litigation; status of Purchaser; ownership of Company capital stock; vote required; offer documents and Schedule 14D-9.

Certain representations and warranties of the Company are qualified by reference to a Material Adverse Effect. As used in the Merger Agreement, a “Material Adverse Effect” means any event, occurrence, condition, circumstance, development, state of facts, change, or effect (each, an “Effect”), individually or when taken together with all other Effects, that is materially adverse to, or has had a material adverse effect on (x) the business, financial condition, assets, properties, liabilities or results of operations of the Company and its subsidiaries, taken as a whole, or (y) the Company’s ability to consummate the Offer and the Merger; provided, that, with respect to clause (x) above, none of the following Effects shall be taken into account in determining whether there has been a Material Adverse Effect: (i) changes in the industry in which the Company operates; (ii) changes in the general economic or business conditions within the U.S. or other jurisdictions in which the Company has operations; (iii) general changes in the economy or financial markets of the U.S. or any other region outside of the U.S.; (iv) earthquakes, fires, floods, hurricanes, tornadoes or similar catastrophes, or acts of terrorism, war, sabotage, national or international calamity, military action or any other similar event or any change, escalation or worsening thereof after the date hereof; (v) any change in generally accepted accounting principle or any change in laws applicable to the operation of the business of the Company and its subsidiaries;

(vi) any Effect, including loss of customers or employees of the Company and its subsidiaries, as a result of the announcement or pendency of the Offer and Merger (for purposes of this clause (vi), the Company shall have the obligation of demonstrating that an Effect should be excluded from the definition of Material Adverse Effect pursuant to this clause (vi)); (vii) any decline in the market price, or change in trading volume, of the capital stock of the Company or any failure to meet internal or published projections, forecasts or revenue or earning predictions for any period; provided that the underlying causes of such decline, change or failure, may be considered in determining whether there was a Material Adverse Effect, (viii) any actions taken, or failure to take any action, in each case, which Parent or Purchaser has expressly approved, consented to or requested under the terms of the Merger Agreement and (ix) any stockholder class action litigation, derivative or similar litigation arising out of or in connection with or relating to the Merger Agreement and the transactions contemplated thereby, including allegations of a breach of fiduciary duty or misrepresentation in public disclosure; provided, that an Effect described in any of clauses (i)-(iii) and (v) may be taken into account to the extent the Company and its subsidiaries are disproportionately affected thereby relative to other peers of the Company and its subsidiaries in the same industries in which the Company and its subsidiaries operate.

Conduct of Business Pending the Merger. The Merger Agreement provides that between the date of the Merger Agreement and the Effective Time the Company shall, and shall cause each of its subsidiaries to, (i) conduct its businesses only in the ordinary course of business and in a manner consistent with past practice and in compliance in all material respects with all applicable laws; (ii) use commercially reasonable efforts to preserve substantially intact its and its subsidiaries’ business organizations, to keep available the services of its current officers, employees, and consultants of the Company and its subsidiaries, and to preserve the Company and its subsidiaries’ current relationships with their customers, suppliers, distributors, licensors, licensees and other persons with which the Company or any of its subsidiaries has business relations; (iii) take all necessary actions to cause its required periodic filings to be made with the SEC in a timely manner, including its Quarterly Report on Form 10-Q for the calendar quarter ending March 31, 2015; and (iv) not, and cause its subsidiaries not to, take any action with an intent to adversely affect or delay in any material respect the ability of either Parent or the Company to obtain any necessary approvals of any regulatory agency or other governmental authority required for the Transactions. The Merger Agreement further provides that, except as (x) expressly contemplated by the Merger Agreement, (y) set forth in the disclosure schedule or (z) as required in compliance with all applicable laws, neither the Company nor any of its subsidiaries shall, between the date of the Merger Agreement and the Effective Time, directly or indirectly, do, or propose to do, any of the following without the prior written consent of Parent (which shall not be unreasonably withheld, delayed or conditioned):

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amend or otherwise change its certificate of incorporation or bylaws or equivalent organizational documents;

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issue, sell, pledge, dispose of, grant or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, any shares of any class of capital stock of the Company or any of its subsidiaries, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including any phantom interest and including any Company RSUs, Company Stock Options or voting securities), of the Company or any of its subsidiaries, except for (i) the issuance of Company Shares pursuant to exercises of Company Stock Options or vesting of Company RSUs outstanding on March 17, 2015 as disclosed in Section 4.3(b) of the Merger Agreement or in accordance with Section 6.1(b) of the disclosure schedule in accordance with the terms of those Company Stock Options or Company RSUs in effect on March 17, 2015, and (ii) the issuance of Company Shares pursuant to the Company ESPP;

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transfer, lease, sell, pledge, license, dispose of, abandon, allow to lapse, or encumber any material assets or properties of the Company or any of its subsidiaries, except in the ordinary course of business;

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declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock (other than dividends or distributions made by a subsidiary of the Company to the Company or another subsidiary of the Company);

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reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of its capital stock, except (i) in accordance with agreements evidencing Company Stock Options or Company RSUs or (ii) tax withholdings and exercise price settlements upon the exercise of Company Stock Options or vesting of Company RSUs;

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(i) acquire, directly or indirectly (including by merger, consolidation, or acquisition of stock or assets or any other business combination), any corporation, partnership, other business organization or any division thereof or any other business, or any equity interest in any person; (ii) incur any indebtedness for borrowed money or issue any debt securities, or assume, guarantee or endorse, or otherwise become responsible for (contingently or otherwise), the obligations of any person; (iii) make any loans, advances or capital contributions, except for employee loans or advances for travel expenses and extended payment terms for customers, in each case subject to applicable law and only in the ordinary course of business; (iv) make, authorize, or make any commitment with respect to any capital expenditure, in the aggregate for the Company and its subsidiaries taken as a whole, in excess of $1,000,000 per fiscal quarter; (v) make or direct to be made any capital investments or equity investments in any entity, other than investments in any wholly owned subsidiary of the Company; or (vi) enter into or amend any contract, commitment or arrangement with respect to the foregoing;

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except to the extent required by (a) applicable law, (b) the existing terms of any Plan (as defined in the Merger Agreement) as in existence on March 17, 2015 included as a Disclosed Employee Arrangement in the Disclosure Schedule, or (c) the express terms of the Merger Agreement (i) increase the compensation payable or to become payable (including bonus grants) or increase or accelerate the vesting of any benefits provided, or pay or award any payment or benefit not required as of March 17, 2015 by a Plan as existing as of March 17, 2015 and disclosed in Section 6.1(g) of the disclosure schedule, to its directors, officers or employees, or other service providers, (ii) grant any new severance or termination pay or benefits to, or enter into any employment, severance, retention, change in control, consulting, or termination contract with any director, officer or other employee or other service providers of the Company and of its subsidiaries, subject to certain exceptions, other than offer letters, employment agreements, or consulting agreements entered into in the ordinary course of business that are terminable at will and without material liability to the Company or any of its subsidiaries, (iii) establish, adopt, enter into or amend any collective bargaining, work council, work force, bonus, profit-sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, contract, trust, fund, policy or arrangement for the benefit of any director, officer or employee or other service providers (including the ESPP), except as necessary to maintain tax-qualified status or tax-favored treatment, or (iv) hire, elect or appoint any officer, director or employee holding a position of vice president or above;

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except as publicly announced prior to March 17, 2015, announce, implement or effect any reduction in labor force greater than five percent (5%) of the total Company headcount, lay-off, early retirement program, severance program or other program or effort concerning the termination of employment of employees of the Company or any of its subsidiaries, other than routine employee terminations;

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enter into a new line of business that (A) is material to the Company and its subsidiaries taken as a whole, or (B) represents a category of revenue that is not discussed in Item 1 of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2014;

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make or change any tax election, adopt or change any accounting period or any accounting method with respect to taxes, file any amended tax return, enter into any closing agreement with respect to taxes, settle any tax claim or assessment relating to the Company or any of its subsidiaries, surrender any right to claim a refund of taxes, consent to any extension or waiver of the limitation period applicable to any tax claim or assessment relating to the Company or any of its subsidiaries, destroy or dispose of any books and records with respect to tax matters relating to periods beginning before the Effective Time and for which the statute of limitations is still open or under which a record retention agreement is in place with a governmental authority;

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settle any material claim, arbitration or other action;

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except as required by law, enter into any contract or amendment that would be a “Company Material Contract” (as defined in the Merger Agreement), or amend or modify in any material respect in a manner that is adverse to the Company or its subsidiaries, or consent to the termination of, any Company Material Contract, or waive or consent to the termination of the Company’s or any of its subsidiaries’ rights material thereunder, in each case other than the termination or expiration of a Company Material Contract in accordance with its terms;

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(i) except in the ordinary course of business consistent with the Company’s or any or any of its subsidiaries’ past practices, enter into any contracts (A) under which the Company or any of its subsidiaries grants or agrees to grant to any third party any non-exclusive, license, release, immunity or other right with respect to any of the intellectual property owned by (solely or jointly) the Company or any subsidiary of the Company (other than Customer Licenses (as defined in the Merger Agreement)), (B) under which the Company or any of its subsidiaries establishes with any third party a joint venture, strategic relationship, or partnership pursuant to which the Company agrees to develop or create (whether jointly or individually) any material intellectual property, products or services; or (C) under which the Company or any subsidiary of the Company becomes obligated to pay any royalties or other amounts or offer any discounts to any third party, or (ii) enter into any contracts (A) that will cause or require (or purport to cause or require) the Surviving Corporation or Parent to grant to any third party any license, covenant not to sue, immunity or other right with respect to or under any of the intellectual property or intellectual property rights of Parent; or (B) under which the Company or any subsidiary of the Company grants or agrees to grant to any third party any assignment or exclusive license with respect to any intellectual property owned by (solely or jointly) the Company or any subsidiary of the Company;

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enter into or amend any contract pursuant to which any other party is granted, or that otherwise subjects the Company or any of its subsidiaries or Parent or any of its subsidiaries to, any non-competition, “most-favored nation,” exclusive marketing or other exclusive rights of any type or scope that materially restrict the Company or any of its subsidiaries or, upon completion of the Offer or any other Transaction, Parent or any of its subsidiaries, from engaging or competing in any line of business or in any location;

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enter into any lease, sublease or license for real property or material operating lease;

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enter into or amend or otherwise modify any contract or arrangement with persons that are affiliates or are executive officers or directors of the Company, except as otherwise permitted or required by the Merger Agreement;

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commence any material action, except as otherwise permitted or required by the Merger Agreement;

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delay the payment of any trade payables to vendors and other third parties or accelerate the collection of trade receivables and other receivables by offering discounts or otherwise, in each case outside the ordinary course of business consistent with past practices;

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terminate, cancel, amend or modify any insurance coverage policy maintained by the Company or any of its subsidiaries that is not simultaneously replaced by a comparable amount of insurance coverage; or

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otherwise make a commitment, to do any of the foregoing.

Merger Without a Meeting of Stockholders. The Merger will be governed by Section 251(h) of the DGCL. Accordingly, Merger will be consummated as soon as practicable after the Acceptance Time, without a meeting of the stockholders of the Company, in accordance with Section 251(h) of the DGCL and upon the terms and subject to the conditions of the Merger Agreement.

Solicitation of Transactions.

Until April 7, 2015 (the “No-Shop Period Start Date”), the Company, its subsidiaries and their respective directors, officers, employees or agents (including financial and legal advisors) and other advisors and representatives (collectively, “Representatives”) have the right to: (i) initiate, solicit and encourage, whether publicly or otherwise, Acquisition Proposals (as defined below), including by way of providing access to non-public information pursuant to one or more confidentiality agreements that are on terms, with respect to the maintenance of confidentiality of the Company’s information, which are not less restrictive in the aggregate to such person than such provisions of the confidentiality agreement between the Company and Parent are to Parent; provided, that the Company shall promptly provide to Parent a copy of any material non-public information concerning the Company or its subsidiaries that is provided to any person given such access which was not previously provided to Parent (or its Representatives) and (ii) enter into and maintain discussions or negotiations with respect to Acquisitions Proposals or otherwise cooperate with or assist or participate in, or facilitate, any such inquiries, proposals, discussions or negotiations or the making of any Acquisition Proposal.

From the No-Shop Period Start Date, subject to certain exceptions as described below and in the Merger Agreement, the Company shall, and shall cause each of its subsidiaries, and each of its and their respective Representatives to on the No-Shop Period Start Date, immediately cease any discussions or negotiations with any persons that may be ongoing with respect to an Acquisition Proposal, and require such Persons and any other Persons who have made or have indicated an intention to make an Acquisition Proposal to promptly return or destroy any confidential information previously furnished by the Company or any of its subsidiaries or any of their respective Representatives.

From the No-Shop Period Start Date until the earlier of the Effective Time or the termination of the Merger Agreement, subject to certain exceptions as described below and in the Merger Agreement, the Company and each of its subsidiaries shall not, and shall not authorize or knowingly permit any of their respective Representatives to, directly or indirectly:

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solicit, initiate, knowingly encourage or knowingly facilitate any Acquisition Proposal or the making of any Acquisition Proposal to the Company or its stockholders;

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enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information to, or otherwise cooperating in any way with, any person (other than Parent, Purchaser and their Representatives) with respect to any Acquisition Proposal;

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waive, terminate, modify or fail to enforce any provision of any contractual “standstill,” confidentiality or similar obligation of any person other than Parent or its affiliates (other than provisions in such obligations customarily referred to as “don’t ask provisions); or

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take any action to render any provision of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute (including Section 203 of the DCGL) or any restrictive provision of any applicable anti-takeover provision in the Company’s organizational documents, in each case inapplicable to any person (other than Parent, Purchaser or any of their affiliates) or any Acquisition Proposal.

However, at any time following the No-Shop Period Start Date and prior to the acceptance of Company Shares pursuant to the Offer, in response to an unsolicited bona fide written Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and a financial advisor of nationally recognized reputation) is, or is reasonably likely to lead to a Superior Proposal, and which Acquisition Proposal the Company Board determines (after consultation with outside counsel) was made after the date of the Merger Agreement and did not result from a breach of the no solicitation provisions of the Merger Agreement, the Company may, subject to compliance with the provisions of the Merger Agreement that require the Company to keep Parent informed as to any Acquisition Proposal, (i) furnish information with respect to the Company and its subsidiaries to the person making such Acquisition Proposal (and its Representatives) pursuant to a customary

confidentiality agreement and in compliance with the provisions of the Merger Agreement containing confidentiality and standstill provisions not less restrictive in the aggregate to such person than the confidentiality agreement between the Company and Parent are to Parent; provided, that, all such information has previously been provided to Parent or is provided to Parent prior to or promptly following the time it is provided to such person, and (ii) participate in discussions or negotiations with the person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, but only if and to the extent that in connection with the foregoing clauses (i) and (ii), the Company Board determines in good faith (after consultation with outside legal counsel) that failure to take such action would reasonably be expected to result in a breach by the Company Board of its fiduciary duties under applicable law; and provided further, that the Company may not taken any of the actions referred to in the foregoing clauses (i) and (ii) unless the Company shall have notified Parent in writing at least two (2) business days prior to taking such action that it intends to take such action and the basis thereunder for it. In addition, prior to the first date on which any particular Company Shares are accepted for payment and paid for pursuant to the Offer, the Company may, to the extent the Company Board determines in good faith (after consultation with outside legal counsel) that failure to take such action would reasonably be expected to result in a breach by the Company Board of its fiduciary duties under applicable law, not enforce any confidentiality, standstill or similar agreement to which the Company or any of its subsidiaries is a party for the sole purpose of allowing the other party to such agreement to submit an Acquisition Proposal, or with respect to another party that has submitted an Acquisition Proposal, solely with respect to such submission, that will constitute, or is reasonably likely to lead to, a Superior Proposal, that did not, in each case, result from a breach of the no solicitation provisions of the Merger Agreement.

The Merger Agreement also requires that the Company will promptly advise Parent (in any event within twenty-four (24) hours of learning of all relevant information) orally and in writing of any Acquisition Proposal (including for the avoidance of doubt any request for information or other inquiry which the Company would reasonably expect to lead to an Acquisition Proposal), including, the material terms and conditions of any such Acquisition Proposal (including any changes thereto) and the identity of the person making any such Acquisition Proposal and attaching a copy of any such written Acquisition Proposal or if such Acquisition Proposal is provided orally to the Company, the Company shall summarize in writing the terms of such Acquisition Proposal. The Company shall keep Parent informed on a prompt basis in all material respects of the status and details (including any material change to the terms or proposed change to the terms thereof) of any such Acquisition Proposal. The Company shall publicly reaffirm the Company Board Recommendation (as defined below) within ten (10) business days of the commencement of any tender or exchange offer by a third party, after receipt of a written request from Parent to provide such reaffirmation, unless a Change in Recommendation (as defined below) is permitted pursuant to the provisions of the Merger Agreement.

The Merger Agreement also provides that, until the earlier of the Acceptance Time and the termination of the Merger Agreement in accordance with its terms, except as otherwise permitted by the Merger Agreement, neither the Company Board nor any committee thereof will (i) (A) fail to make, withdraw, modify, amend or qualify or publicly propose to withdraw, modify, amend or qualify (in a manner adverse to Parent or Purchaser), the approval or recommendation by the Company Board or any such committee thereof of the Merger Agreement, the Offer or the Merger (the “Company Board Recommendation”), (B) fail to recommend against acceptance of any tender offer or exchange other than the Offer for the Company Shares within ten (10) business days of the commencement of such offer, (C) adopt or recommend, or publicly propose to adopt or recommend, any Acquisition Proposal (any action described in (A)-(C) being referred to as a “Change in Recommendation”) or (ii) adopt or recommend, or publicly propose to adopt or recommend, or allow the Company or any of its subsidiaries to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar contract constituting or related to, any Acquisition Proposal (other than a confidentiality agreement entered into in accordance with the no solicitation provisions of the Merger Agreement) (any of the foregoing, “Acquisition Agreement”).

Notwithstanding anything to the contrary in the Merger Agreement, if the Company Board determines in good faith (after consultation with its outside legal counsel) that failure to take such action would reasonably be expected to result in a breach by the Company Board of its fiduciary duties under applicable law, the Company Board may at any time prior to the Acceptance Time and solely in response to an Intervening Event (as defined below), effect a Change in Recommendation; provided, however, that the Company Board may not effect a Change in Recommendation unless the Company shall have provided prior written notice to Parent at least four (4) business days in advance of its intention to take such action, which notice shall specify the facts, circumstances and other conditions giving rise thereto, and prior to effecting such Change in Recommendation, the Company shall, and shall cause its representatives to, during such four (4) business day period, negotiate with Parent in good faith (to the extent that Parent desires to negotiate) to make such adjustments to the terms and conditions of the Merger Agreement so that the Change in Recommendation is no longer necessary; and provided, further, that the Company Board shall not be permitted to effect a Change in Recommendation pursuant to this paragraph with respect to or in connection with any Acquisition Proposal (which shall be covered by and subject in all respects to the following paragraph). The term “Intervening Event” means a material event relating to the Company or any subsidiary of the Company which (i) was neither known to nor reasonably foreseeable by the Company Board as of the date of the Merger Agreement and (ii) becomes known to the Company Board prior to the Acceptance Time; provided, however, that in no event will the following events constitute an Intervening Event: (i) the receipt of an Acquisition Proposal or Superior Proposal, (i) changes in the industry in which the Company operates, (iii) changes in the general economic or business conditions within the U.S. or other jurisdictions in which the Company has operations, (iv) changes in the market price or trading volume of the Company Shares in and of themselves, (v) the announcement or the existence of, compliance with or performance under, the Merger Agreement or the transactions contemplated thereby, or (vi) the fact, in and of itself, that the Company exceeds internal or published projections.

Notwithstanding the foregoing, at any time prior to the acceptance of Company Shares pursuant to the Offer, the Company Board may in response to an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and a financial advisor of nationally recognized reputation) constitutes a Superior Proposal that was made after the date of the Merger Agreement and that (after consultation with outside legal counsel) did not result from a breach of the no solicitation provisions of the Merger Agreement (A) make a Change in Recommendation if the Company Board determines in good faith (after consultation with outside counsel), in light of the receipt of such Superior Proposal, that failure to make such Change in Recommendation would reasonably be expected to result in a breach by the Company Board of its fiduciary duties under applicable law, or (B) cause the Company to terminate the Merger Agreement pursuant to its terms and concurrently with such termination enter into an Acquisition Agreement if the Company Board has concluded in good faith, after consultation with its outside counsel, that, in light of the receipt of such Superior Proposal, that failure to terminate the Merger Agreement would reasonably be expected to result in a breach by the Company Board of its fiduciary duties under applicable law; provided, that, the Company shall not terminate the Merger Agreement pursuant to clause (B) and any purported termination pursuant to clause (B) shall be void and have no force and effect, unless concurrently with such termination the Company pays by wire of immediately available funds the Termination Fee (as described below) in accordance with the terms of the Merger Agreement; provided, further, that (1) the Company shall not be entitled to exercise its right to make a Change in Recommendation or (2) terminate the Merger Agreement, and any purported termination pursuant to the foregoing clause (B) shall be void and of no force or effect, unless (i) the Company has provided Parent three (3) business days prior written notice advising Parent that the Company Board intends to make a Change in Recommendation (a “Notice of Designated Superior Proposal”) which notice shall describe the terms and conditions of the Superior Proposal that is the basis for the proposed action by the Company Board (the “Designated Superior Proposal”) and attach the most current form or draft of any written agreement providing for the transaction contemplated by such Designated Superior Proposal (it being understood and agreed that any amendment to the financial terms or any other material term of such Superior Proposal shall require a new Notice of Designated Superior Proposal with a new three (3) business day notice period); (ii) during each such three (3) business day period, if requested by Parent, the Company Board engaged in good faith negotiations with Parent to amend the Merger Agreement in such a manner that the Acquisition Proposal that was determined to

constitute a Superior Proposal no longer is a Superior Proposal; and (iii) at the end of such three (3) business day period, if such Acquisition Proposal has not been withdrawn and the Company Board determines in good faith that such Acquisition Proposal constitutes a Superior Proposal (taking into account any proposals for changes to the terms of the Merger Agreement proposed by Parent in response to a Notice of Designated Superior Proposal, as result of the negotiations required by clause (ii) or otherwise).

The Merger Agreement does not prohibit the Company or the Company Board from (i) making any disclosure to the holders of Company Shares if the Company Board determines in good faith (after consultation with its outside legal counsel) that failure to make such disclosure would reasonably be expected to result in a breach by the Company Board of its fiduciary duties under applicable law (provided that each such disclosure shall include a public reaffirmation of the Company Board Recommendation), or (ii) taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) or Rule 14d-9 promulgated under the Exchange Act or making a statement required by Rule 14d-9 under the Exchange Act or under Item 1012(a) of Regulation M-A promulgated under the Exchange Act; provided, that, such disclosure, other than a “stop, look and listen” communication of the type contemplated by Section 14d-9(f) of the Exchange Act, shall be deemed to be a Change in Recommendation unless the Company Board expressly publicly reaffirms the Company Board Recommendation in such communication; and provided further that this paragraph shall not be deemed to permit the Company Board or any committee thereof to make a Change in Recommendation except as expressly permitted by the Merger Agreement.

As used in the Merger Agreement, an “Acquisition Proposal” means any proposal, offer or indication of interest from a third party (whether or not in writing) relating to, or that would reasonably be expected to lead to, in one transaction or a series of transactions, (i) any direct or indirect acquisition or purchase (including by any license or lease) by any person or group (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) of (A) assets (including equity securities of any subsidiary of the Company) or businesses that constitute twenty percent (20%) or more of the revenues, net income or assets of the Company and the Company’s subsidiaries, taken as a whole, or (B) beneficial ownership of twenty percent (20%) or more of any class of equity securities of the Company or any of its subsidiaries; (ii) any purchase or sale of, or tender offer or exchange offer for, equity securities of the Company or any of its subsidiaries that, if consummated, would result in any person or group (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) beneficially owning twenty percent (20%) or more of any class of equity securities of the Company or any of its subsidiaries; or (iii) any merger, consolidation, business combination, recapitalization, reorganization, dual listed structure, joint venture, share exchange or similar transaction involving the Company or any of its significant subsidiaries, as a result of which the owners of the equity securities of the Company immediately prior to such event own less than 80% of the equity securities of the Company immediately following such event; or (iv) any liquidation or dissolution of the Company, in each case other than the Offer, the Merger, and the transactions otherwise permitted under Section 6.1 of the Merger Agreement.

As used in the Merger Agreement, a “Superior Proposal” means any bona fide written Acquisition Proposal, which did not result from or arise in connection with a breach of the non-solicitation provisions of the Merger Agreement, made by a third party that, if consummated, would result in such third party’s (or its stockholders) owning, directly or indirectly, greater than 50% of the equity securities of the Company (or of the shares of the surviving entity in a merger or the direct or indirect parent of the surviving entity in a merger) or all or substantially all of the assets of the Company and its subsidiaries, taken as a whole and that (i) the Company Board determines in good faith (after consultation with a financial advisor of nationally recognized reputation and its outside legal counsel) to be more favorable from a financial point of view to the Company’s stockholders than the Offer and the Merger (taking into account all terms and conditions of such proposal and of the Merger Agreement including (1) any changes to the terms of the Merger Agreement proposed by Parent in response to such offer or otherwise, (2) whether the proposal is reasonably capable of being completed by such third party (taking into account, among other things, the expectation of obtaining required regulatory approvals) and (3) if financing is required, whether such financing is reasonably available to the third party).

Directors’ and Officers’ Indemnification and Insurance. Parent agreed, pursuant to the Merger Agreement, from and after the Effective Time, to cause the Surviving Corporation to fulfill and honor in all respects the obligations of the Company pursuant to any indemnification, exculpation or advance of expense or similar agreement by the Company or any of its subsidiaries in favor of any present and former director, officer, employee, fiduciary or agent of the Company and any of its subsidiaries (and all other indemnification agreements of the Company that are on terms substantially similar to such indemnification agreements) and any indemnification, exculpation or advancement of expenses provisions under the Company’s certificate of incorporation or bylaws as in effect immediately prior to the Acceptance Time; provided, that, such obligations shall be subject to any limitation imposed from time to time under applicable law.

The Merger Agreement provides that prior to the Effective Time, the Company shall, and for six (6) years after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, provide officers’ and directors’ liability, fiduciary liability and similar insurance in respect of acts or omissions occurring prior to the Effective Time covering each person who is now or was prior to the Effective Time an officer or director of the Company or the any subsidiary of the Company and each person who is now or was prior to the Effective Time an officer or director of the Company or any subsidiary of the Company who served as a fiduciary under or with respect to any employee benefit plan of the Company or any subsidiary of the Company (within the meaning of Section 3(3) of ERISA) covered as of the date of the Merger Agreement by the Company’s director and officer insurance policies on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date of the Merger Agreement as well as covering claims brought against each Indemnified Person under ERISA; provided, that, in satisfying this obligation, the Surviving Corporation shall not be obligated to pay annual premiums in the aggregate in excess of 200% of the amount per annum the Company paid in its last full fiscal year, which amount the Company disclosed to Parent prior to the date of the Merger Agreement. Notwithstanding the foregoing, at any time Parent or the Surviving Corporation may, and prior to the date upon which Purchaser first accepts and pays for Company Shares in the Offer, the Company may, with the prior written consent of Parent (which shall not be unreasonably withheld, delayed or conditioned), purchase a “tail” directors’ and officers’ liability insurance policy, covering the same persons and providing the same terms with respect to coverage and premium amount as aforesaid, and that by its terms shall provide coverage until the sixth (6th) annual anniversary of the Effective Time, and upon the purchase of such insurance Parent’s and the Surviving Corporation’s obligations pursuant to this paragraph shall be deemed satisfied for so long as such insurance is in full force and effect and covers the matters that would otherwise be covered pursuant to this paragraph.

Parent agreed, pursuant to the Merger Agreement, that in the event that Parent, the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and other assets to any person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in the Merger Agreement.

Financing Cooperation. Parent and Purchaser have agreed to use their respective reasonable best efforts to cause to be taken all actions necessary to obtain the Financing on the terms and subject to the conditions in the Commitment Letter, including using their reasonable best efforts to (i) maintain in effect the Commitment Letter and enter into definitive agreements with respect to the Financing on terms consistent with the Commitment Letter or acceptable to Parent and Purchaser which would not materially and adversely impact the ability of Parent or Purchaser to consummate the Offer and the Merger without delay, (ii) comply with the covenants and conditions in the Commitment Letter and the definitive agreements, (iii) cause the Financing to be consummated at the time necessary for Parent and Purchaser to satisfy their respective obligations under the Merger Agreement and (iv) pay any fees payable by Parent or Purchaser under the Commitment Letter to the extent the failure would reasonably be expected to impact the availability of financing. Neither Parent nor Purchaser is required to commence, participate in, pursue or defend any litigation, proceeding or similar action against any party who has committed to provide any portion of the Financing. In the event the Commitment Letter is terminated or modified

in a manner adverse to Parent or Purchaser, Parent and Purchaser shall use their respective reasonable best efforts to obtain alternative financing prior to the Outside Date on terms not materially less favorable to Parent or Purchaser than the terms of the Financing in an amount equal to the lesser of the amount of funds necessary to consummate the Offer and the Merger and the financing contemplated by the Commitment Letter. The Company has agreed to provide, at Parent’s sole cost and expense, all reasonable cooperation in connection with the arrangement of the Financing that is requested by Parent or Purchaser and that is necessary, customary or desirable in connection with Parent and Purchaser’s efforts to obtain the Financing.

HSR Act Filing and International Antitrust Notifications. The Merger Agreement provides that as promptly as possible after the date of the Merger Agreement, if required by law, each of Parent and the Company shall comply with all domestic and foreign regulatory approvals necessary to consummate the Merger. See Section 16—“Certain Legal Matters; Regulatory Approvals.” Parent filed a Premerger Notification and Report Form under the HSR Act with the FTC and Antitrust Division in connection with the purchase of Company Shares in the Offer and the Merger on March 23, 2015. The Company expects to file a Premerger Notification and Report Form under the HSR Act with the FTC and Antitrust Division in connection with the purchase of the Company Shares in the Offer and the Merger on March 31, 2015.

Conditions to the Merger. The Merger Agreement provides that the respective obligations of each party to effect the Merger shall be subject to the satisfaction, at or prior to the Effective Time, of the following conditions:

•

no governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, executive order or decree, judgment, injunction, ruling, writ, award, determination or other order, whether temporary, preliminary or permanent (collectively, “Order”) that is then in effect and has the effect of preventing or prohibiting the consummation of the Merger provided, however, that each of the parties thereto shall use their reasonable best efforts to have any such Order vacated; and

•

Purchaser or its permitted assignee shall have accepted for payment all Company Shares validly tendered and not withdrawn pursuant to the Offer.

Termination. The Merger Agreement may be terminated and the Offer and Merger may be abandoned at any time prior to the Acceptance Time, notwithstanding any requisite approval of the Merger Agreement, the Offer, and the Merger by the Company’s stockholders in the following manner:

•

by mutual written consent of Parent and the Company;

•

by either Parent, Purchaser or the Company, if:

(i) the Acceptance Time shall not have occurred on or before July 17, 2015 (the “Outside Date”); provided, further, that the right to terminate the Merger Agreement pursuant to this section (i) shall not be available to any party whose failure to fulfill any obligation under the Merger Agreement has been the substantial and primary cause of, or resulted in, the failure of such acceptance to occur on or before such date; or

(ii) the Offer (as it may have been extended pursuant to the Merger Agreement) expires as a result of the non-satisfaction of one or more conditions of the Offer in a circumstance where Purchaser has no further obligation to extend the Offer pursuant to Section 2.1(d) of the Merger Agreement; provided, however, that the right to terminate the Merger Agreement under this clause (ii) shall not be available to any party whose failure to fulfill any obligation under the Merger Agreement has been the substantial or primary cause of, or resulted in, the non-satisfaction of any conditions of the Offer or the termination or withdrawal of the Offer pursuant to its terms without any Company Shares being purchased; or

(iii) any governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Order that (i) makes acceptance for payment of, or payment for, the Company

Shares pursuant to the Offer or consummation of the Merger illegal or otherwise prohibited, or (ii) enjoins Purchaser from accepting for payment, or paying for, the Company Shares pursuant to the Offer or Parent and the Company from consummating the Merger and, in each case, such order, injunction, judgment, judicial decision, decree, ruling or law shall have become final and non-appealable; provided, however, that the party seeking to terminate the Merger Agreement shall have used its reasonable best efforts to have such Order avoided or lifted; or

•

by either Parent or Purchaser, if there is an inaccuracy in the Company’s representations in the Merger Agreement, or a breach by the Company of its covenants in the Merger Agreement, in either case such that certain specified events shall have occurred; provided, however, if such breach or inaccuracy is capable of being cured prior to the earlier of the Outside Date and the date that is twenty (20) business days from the date the Company is notified in writing by Parent of such breach, Parent and Purchaser may not terminate the Merger Agreement pursuant to this paragraph (x) prior to such date if the Company is taking reasonable efforts to cure such breach or inaccuracy, (y) following such date if such inaccuracy or breach is cured at or prior to such date; or

•

by either Parent or Purchaser, if following the execution and delivery of the Merger Agreement, there shall have occurred a Material Adverse Effect that is continuing (whether or not events or circumstances occurring prior to the execution and delivery of the Merger Agreement caused or contributed to the occurrence of such Material Adverse Effect); or

•

by either Parent or Purchaser if any of the following shall have occurred: (i) the Company Board or any committee thereof shall have made a Change in Recommendation; (ii) the Company Board shall have failed to reconfirm the Company Board Recommendation, without any conditions attached thereto, within five (5) business days after the commencement of a tender or exchange offer or public notice of an Acquisition Proposal from a third party after written request from Parent to do so; or (iii) the Company shall have failed to include the Company Board Recommendation in the Schedule 14D-9 or to permit Parent to include the Company Board Recommendation in the Offer to Purchase (it being agreed that the delivery of a Notice of Designated Superior Proposal and any amendment or update to such notice and the determination to so deliver such notice, update or amendment and public disclosure with respect thereto shall not, by itself, give rise to a right for Parent to terminate the Merger Agreement); or

•

by the Company if there is an inaccuracy in Parent’s or Purchaser’s representations in the Merger Agreement, or a breach by Parent or Purchaser of its covenants in the Merger Agreement, in either case that would reasonably be expected to be materially adverse to Parent’s or Purchaser’s ability to purchase and pay for the Company Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, if such breach or inaccuracy is capable of being cured prior to the earlier of the Outside Date and the date that is twenty (20) business days from the date Parent is notified in writing by the Company of such breach, the Company may not terminate the Merger Agreement pursuant to this paragraph (x) prior to such date if Parent and Purchaser are taking reasonable efforts to cure such breach or inaccuracy or (y) following such date if such inaccuracy or breach is cured at or prior to such date; or

•

by the Company in order to enter into any Acquisition Agreement with respect to a Superior Proposal in accordance with the non-solicitation provisions of the Merger Agreement; provided, however, that in the event of any termination of the Merger Agreement by the Company pursuant to this paragraph, the Company shall pay to Parent the Termination Fee (as defined below) concurrently with such termination.

Termination Fees and Expenses. The Merger Agreement contemplates that a termination fee of $13.6 million (the “Termination Fee”) will be payable by the Company to Parent under any of the following circumstances:

•

the Merger Agreement is terminated by Parent, Purchaser or the Company because (i) the acceptance of Company Shares pursuant to the Offer shall not have occurred on or before Outside Date (provided,

however, that the right to terminate this Agreement under this subsection (i) shall not be available to any party whose failure to fulfill any obligation under the Merger Agreement has been the substantial or primary cause of, or resulted in, the failure of such acceptance to occur on or before such date) or (ii) the Offer shall have expired as a result of the non-satisfaction of one or more conditions of the Offer in a circumstances where Purchaser has no further obligation to extend the Offer pursuant to the Merger Agreement (provided, however, that the right to terminate the Merger Agreement under this subsection (ii) shall not be available to any party whose failure to fulfill any obligation under the Merger Agreement has been the substantial or primary cause of, or resulted in, the non-satisfaction of any conditions of the Offer or the termination or withdrawal of the Offer pursuant to its terms without any Company Shares being purchased), and (x) an Acquisition Proposal by a third party shall have been publicly announced after the date the Merger Agreement was entered into and prior to such termination and (y) within twelve (12) months after such termination (A) the Company enters into a definitive agreement with respect to an Acquisition Proposal or (B) an Acquisition Proposal is consummated (with all references to 20% in the definition of Acquisition Proposal being treated as references to 50.1% for purposes of this paragraph);

•

the Merger Agreement is terminated by Parent or Purchaser because any of the following shall have occurred: (i) the Company Board or any committee thereof shall have made a Change in Recommendation; (ii) the Company Board shall have failed to reconfirm the Company Board Recommendation within five (5) business days after the commencement of a tender or exchange offer or public notice of an Acquisition Proposal from a third party after written request from Parent to do so; or (iii) the Company shall have failed to include the Company Board Recommendation in the Schedule 14D-9 or to permit Parent to include the Company Board Recommendation in the Offer to Purchase (it being agreed that the delivery of a Notice of Designated Superior Proposal and any amendment or update to such notice and the determination to so deliver such notice, update or amendment and public disclosure with respect thereto shall not, by itself, give rise to a right for Parent to terminate the Merger Agreement); or

•

the Merger Agreement is terminated by the Company in order to enter into an Acquisition Agreement with respect to a Superior Proposal.

Provided, however, that the Termination Fee payable by the Company to Parent will be reduced to $6.8 million under any of the following circumstances:

•

the Merger Agreement is terminated by either Parent or Purchaser, because any of the following shall have occurred: (i) the Company Board or any committee thereof shall have made a Change in Recommendation; (ii) the Company Board shall have failed to reconfirm the Company Board Recommendation within ten (10) business days after the commencement of a tender or exchange offer or public notice of an Acquisition Proposal from a third party after written request from Parent to do so; or (iii) the Company shall have failed to include the Company Board Recommendation in the Schedule 14D-9 or to permit Parent to include the Company Board Recommendation in the Offer to Purchase, in each case in a circumstance in which the event giving rise to such right of termination occurred prior to the date that is three full business days prior to the initial Expiration Date and is based on the submission of an Acquisition Proposal by an Excluded Party (as defined below); or

•

the Merger Agreement is terminated prior to the date that is three full business days prior to the initial Expiration Date by the Company in order to enter into a definitive agreement with respect to a Superior Proposal with an “Excluded Party.” An “Excluded Party” is generally defined in the Merger Agreement as any Person or group of Persons from whom the Company or any of its Representatives has received a written Acquisition Proposal after the execution of the Merger Agreement and prior to the No-Shop Period Start Date that the Company Board determines in good faith (after consultation with outside counsel and a financial advisor of nationally recognized reputation) prior to the No-Shop Period Start Date, is, or is reasonably likely to lead to, a Superior Proposal.

Subject to the following paragraph, all costs and expenses incurred in connection with the Merger Agreement, the Support Agreement and the transactions contemplated by the Merger Agreement and the Support Agreement, including each of the Offer and the Merger (collectively, the “Transactions”) shall be paid by the party incurring such expenses, whether or not the Transactions are consummated.

If the Merger Agreement is terminated by Parent pursuant to Parent’s termination rights relating to an inaccuracy in the Company’s representations in the Merger Agreement, or a breach by the Company of its covenants in the Merger Agreement, as discussed above under the caption “Termination,” and neither Parent nor Purchaser is in material breach of their respective agreements contained in Merger Agreement or their respective representations contained in the Merger Agreement, the Company shall, reimburse each of Parent and Purchaser and their affiliates for all out-of-pocket expenses and fees (including fees and expenses payable to all banks, investment banking firms, other financial institutions and other persons and their respective agents and counsel, for arranging, committing to provide or providing any financing for the Transactions or structuring the Transactions and all fees and expenses of counsel, accountants, experts and consultants to Parent and Purchaser, and all printing and advertising expenses) actually incurred or accrued by either of them or on their behalf in connection with the Transactions, including the financing thereof, and actually incurred or accrued by banks, investment banking firms, other financial institutions and other persons and assumed by Parent or Purchaser in connection with the negotiation, preparation, execution and performance of the Merger Agreement, the structuring and financing of the Transactions and any financing commitments or agreements relating thereto in an amount not to exceed $3,500,000.

Amendment. The Merger Agreement may be amended by the parties to the Merger Agreement at any time prior to the Effective Date.

Tender and Support Agreement.

The following is a summary of the Tender and Support Agreement, which is filed as an exhibit to the Schedule TO, and is incorporated herein by reference. The summary is qualified in its entirety by reference to the Tender and Support Agreement.

Concurrently with entering into the Merger Agreement, Parent and Purchaser entered into a Tender and Support Agreement, dated March 17, 2015 (the “Tender and Support Agreement”), with each of the Company’s directors and one other of its stockholders (each a “Stockholder”). Collectively, the Stockholders directly or indirectly own 15,330,639 outstanding Company Shares, representing approximately 22.1% of the Company Shares outstanding, well as well as 1,186,627 Company Shares or approximately 1.7% of all outstanding Company Shares underlying options to purchase Company Shares or restricted stock units with respect to Company Shares, in each case as of March 27, 2015.

Tender of Company Shares. Subject to the terms and conditions of the Tender and Support Agreement, the Stockholders have agreed to tender or cause to be tendered in the Offer all of their Company Shares, Company Stock Options and Company RSUs owned as of the date of the Tender and Support Agreement together with any Company Shares and Company Stock Options acquired prior to the effective time of the Merger or the termination of the Merger Agreement in accordance with its terms (collectively, the “Subject Shares”), other than Company Stock Options that are not exercised or Company RSUs that do not settle during the term of the Tender and Support Agreement, in the Offer as promptly as practicable after, but in no event later than ten (10) business days after, the commencement of the Offer, or if any Subject Share is acquired after such ten (10) business day period, on or before the 5th business day after such acquisition, and not to withdraw such Subject Shares from the Offer unless the Tender and Support Agreement is terminated.

Agreement to Vote. Subject to the terms and conditions of the Tender and Support Agreement, each Stockholders irrevocably and unconditionally agrees that, during the time the Tender and Support Agreement is in effect, at any annual or special meeting of the stockholders of the Company, however called, including any

adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company, such Stockholder will, in each case to the fullest extent that such Stockholder’s Subject Shares are entitled to vote thereon: (a) appear (in person or by proxy) at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum; and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of its Subject Shares (i) against any action or agreement that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of any Stockholder contained in the Tender and Support Agreement, or (B) result in any of the conditions to the Merger or to the Offer not being satisfied in a timely manner; (ii) against any change in the Company Board; (iii) against any Acquisition Proposal and against any other action, agreement or transaction involving the Company that is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer or the Merger or the other transactions contemplated by the Merger Agreement, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Offer and the Merger); (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, intellectual property rights) of the Company or any reorganization, recapitalization or liquidation of the Company, or (z) any change in the present capitalization of the Company or any amendment or other change to the Company’s certificate of incorporation or bylaws, in each case, to the extent not expressly permitted by the Merger Agreement; and (iv) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement, which is considered at any such meeting of stockholders, and in connection therewith to execute any documents reasonably requested by Parent which are necessary or appropriate in order to effectuate the foregoing.

Proxy. The Stockholders have granted a irrevocable proxy, subject to the terms and conditions of the Tender and Support Agreement, appointing each executive officer of the Purchaser as their attorney-in-fact and proxy, with full power of substitution and resubstitution, for and in such Stockholder’s name, to vote, express consent or dissent, or otherwise to utilize such voting power to the full extent of such Stockholder’s voting rights with respect to such Stockholder’s Subject Shears with in the manner described in the preceding paragraph. Such proxy shall automatically terminate, without any notice or other action by any person, upon termination of the Tender and Support Agreement in accordance with its terms. The Stockholders have revoked any and all previous proxies granted with respect to the Subject Shares.

Other Restrictions. Subject to limited exceptions, each Stockholder has agreed that such Stockholder will not, directly or indirectly: (i) transfer, sell, assign, gift, pledge, hedge, hypothecate or otherwise dispose (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer) of or entering into of any derivative instrument with respect to such Subject Shares (collectively, “Transfer”), or consent to or permit any such Transfer of, any or all of its Subject Shares, or any interest therein, (ii) create, agree to create or voluntarily permit to exist any material encumbrances, limitations or restrictions whatsoever on title, transfer or exercise of any rights of a Stockholder in respect of such Subject Shares (including any restrictions on the right to vote or otherwise Transfer the Subject Shares), other than any such encumbrances that may be imposed pursuant to (i) the Tender and Support Agreement and (ii) any applicable restrictions on transfer under the Securities Act or any state securities laws, on any such Subject Shares, (iii) enter into any contract with respect to any transfer of such Subject Shares or any interest therein, (iv) grant or permit the grant of any proxy, power of attorney or other authorization or consent in or with respect to such Subject Shares, (v) deposit or permit the deposit of such Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Subject Shares or (vi) take, agree to take or voluntarily permit any other action that would in any way restrict, limit or interfere with the performance of its obligations under the Tender and Support Agreement or the transactions contemplated thereby or otherwise make any representation or warranty of each Stockholder herein untrue or incorrect. Such Stockholders have also agreed to forever waive and agree not to exercise any appraisal rights or dissenters’ rights in respect of their Subject Shares which may arise with respect to the Merger.

Termination. The Tender and Support Agreement will terminate automatically, without any notice or other action by any person, upon the earlier of (i) the termination of the Merger Agreement in accordance with its terms, (ii) the Effective Time, (iii) the date the Offer shall have terminated or the Expiration Date shall have occurred, in each case without acceptance for payment of the Subject Shares pursuant to the Offer, (iv) the date of any material modification, waiver or amendment to any provision of the Merger Agreement that reduces the amount, changes the form or otherwise adversely affects the consideration payable to the Stockholder pursuant to the Merger Agreement as in effect on the date hereof, and (v) the mutual written consent of Parent, Purchaser and Stockholders holding a majority of the Subject Shares.

Confidentiality Agreement.

The following is a summary of certain provisions of the Confidentiality Agreement, dated March 13, 2013 between the Company and Parent, as amended on February 4, 2015 (as amended, the “Confidentiality Agreement”). This summary is qualified in its entirety by reference to the Confidentiality Agreement, which is incorporated herein by reference, and a copy of which has been filed as an exhibit to the Schedule TO.

On March 13, 2013, the Company and Parent entered into the Confidentiality Agreement, pursuant to which the Company and Parent agreed, subject to certain exceptions, that any nonpublic information furnished to it or to its representatives by or on behalf of Parent or the Company, respectively, would be considered confidential information and, for a period of three years from the date of the Confidentiality Agreement, would be kept confidential and be used only for purposes of evaluating a possible transaction. The parties agreed that they would only disclose the confidential information to their representatives, as may be required by law or with mutual written agreement of the parties. Under the Confidentiality Agreement, Parent also agreed, among other things, to certain “standstill” provisions for the protection of the Company for a period of twenty-four months from March 13, 2013 during when, subject to certain limited exceptions, Parent or its affiliates (as such term is defined in Rule 12b-2 of the Securities Exchange Act of 1934) may not, among others (unless in any such case with the prior written consent of the Company Board), (i) acquire beneficial ownership of any voting securities of the Company in excess of 1% of the fully diluted voting power of the Company, collectively, (ii) form or join a partnership or group for the purchase, holding or disposing of Company securities, (iii) make or in any way participate in any solicitation of proxies or become a participant in any election contest or initiate any stockholder proposal, (iv) deposit any Company securities into a voting trust or subject them to a voting agreement, (v) seek to control management, the board of directors of the Company, policies or affairs of the Company or solicit, propose, seek to effect or negotiate with any other person any form of business combination with the Company or any affiliate thereof, or any restructuring, recapitalization or similar transaction, tender offer or exchange offer and (vi) encourage or advise any person to engage in any such action.

Exclusivity Agreement

On February 23, 2015, Microsemi and the Company entered into a letter agreement (the “Exclusivity Agreement”), pursuant to which for a period of time following the date the Company countersigned the Exclusivity Agreement and initially extending until March 15, 2015 (the “Exclusivity Period”), the Company granted Microsemi exclusive dealing with respect to its offer to acquire each outstanding share of Company common stock for $5.28 per share in cash. The Company agreed that, during the Exclusivity Period, neither the Company nor its affiliates or agents would directly or indirectly solicit, encourage, initiate, seek, entertain, discuss, facilitate, negotiate or accept any inquiry, offer or proposal from, or furnish information to, any party concerning any possible sale or other disposition of the business, stock or assets of the Company or any of its subsidiaries to any other party or any merger or consolidation with or involving the Company or any of its subsidiaries (a “Third Party Acquisition Transaction”)). The Company also agreed to promptly notify Microsemi of any inquiries, offers or proposals received during the Exclusivity Period concerning a Third Party Acquisition Transaction. On March 11, 2015, Microsemi and the Company entered into a letter agreement to extend the Exclusivity Period until 11:59 PM Pacific Time on March 17, 2015 (the “Exclusivity Agreement Amendment”).

In order to enable the Company Board to fulfill its fiduciary obligations, Microsemi agreed in the Exclusivity Agreement that any definitive agreements executed by the parties to effectuate the Transactions would contain a “go-shop” provision that would commence on the date that the execution of the definitive agreements is announced, and extend for a period of twenty-one days after such time. During the “go-shop” period, Microsemi agreed that the Company and its investment bankers would have the right to (i) initiate, solicit and encourage a third party to acquire the Company and (ii) enter into and maintain discussions or negotiations with any such third-party with respect to the such acquisition or otherwise cooperate with or assist or participate in, or facilitate, any such inquiries, proposals, discussions or negotiations or the making of any proposal to acquire the Company.

The Exclusivity Agreement terminated upon execution of the Merger Agreement.

12.

Purpose of the Offer; Plans for the Company.

Purpose of the Offer. The purpose of the Offer is to acquire control of, and the entire equity interest in, the Company. The Offer, as the first step in the acquisition of the Company, is intended to facilitate the acquisition of all outstanding Company Shares. The purpose of the Merger is to acquire all Company Shares not tendered and purchased pursuant to the Offer. If the Offer is successful, Purchaser intends to consummate the Merger as promptly as practicable. If you sell your Company Shares in the Offer, you will cease to have any equity interests in the Company or any right to participate in its earnings and future growth. If you do not tender your Company Shares, but the Merger is consummated, you also will no longer have an equity interest in the Company. Similarly, after selling your Company Shares in the Offer or the subsequent Merger, you will not bear the risk of any decrease in the value of the Company.

Merger Without a Stockholder Vote. If the Offer is consummated, we do not anticipate seeking the approval of the Company’s remaining public stockholders before effecting the Merger. Section 251(h) of the DGCL provides that, subject to certain statutory provisions, if following consummation of a tender offer for any and all shares of a public Delaware corporation that would otherwise be entitled to vote on the merger (other than shares owned by such corporation, the acquiring entity and any person that owns the acquiring entity, and any subsidiary of the foregoing), the stock irrevocably accepted for purchase pursuant to such offer and received by the Depositary prior to the expiration of such offer, plus the stock otherwise owned by the acquirer equals at least the percentage of shares of each class of stock of the target corporation that would otherwise be required for the stockholders of the target corporation to adopt a merger agreement with the acquiring entity, and each share of each class or series of stock of the target corporation not irrevocably accepted for purchase in the offer is converted into the right to receive the same consideration in the merger as was payable in the tender offer, the target corporation can effect a merger without the vote of the stockholders of the target corporation. Therefore, the parties have agreed, and the Merger Agreement requires, that, subject to the conditions specified in the Merger Agreement, the Merger will become effective as soon as practicable after following the Acceptance Time, without a vote of the Company’s stockholders, in accordance with Section 251(h) of the DGCL.

Rule 13e-3. The SEC has adopted Rule 13e-3 under the Exchange Act, which is applicable to certain “going private” transactions and under certain circumstances may be applicable to the Merger or another business combination following the purchase of Company Shares pursuant to the Offer or otherwise in which Purchaser seeks to acquire the remaining Company Shares not held by it. Purchaser believes, however, that Rule 13e-3 will not be applicable to the Merger if the Merger is consummated within one (1) year after the consummation of the Offer at the same per Company Share price as paid in the Offer. If applicable, Rule 13e-3 requires, among other things, that certain financial information concerning the Company and certain information relating to the fairness of the proposed transaction and the consideration offered to minority stockholders in such transaction be filed with the SEC and disclosed to stockholders prior to consummation of the transaction.

Plans for the Company. In connection with Microsemi’s consideration of the Offer, Microsemi has developed an initial plan, on the basis of available information, for the combination of the business of the

Company with that of Microsemi. Microsemi intends to continue reviewing such information as part of a comprehensive review of the Company’s business, operations, capitalization and management with a view to optimizing development of the Company’s potential in conjunction with Microsemi’s existing business. This planning process will continue throughout the pendency of the Offer and the Merger, but will not be implemented until the completion of the Merger.

Extraordinary Corporate Transactions. Except as described above or elsewhere in this Offer to Purchase, Microsemi and Purchaser have no present plans or proposals that, prior to the consummation of the Merger, would relate to or result in an extraordinary corporate transaction involving the Company or any of its subsidiaries (such as a merger, reorganization, liquidation, relocation of any operations or sale or other transfer of a material amount of assets), any change in the Company Board or management, any material change in the Company’s capitalization or dividend policy or any other material change in the Company’s corporate structure or business.

Appraisal Rights. No appraisal rights are available in connection with the Offer. However, if the Merger is consummated, the Company’s stockholders would have rights under Section 262 of the DGCL to dissent and demand appraisal of, and payment in cash of the fair value of, their Company Shares. Such rights, if the statutory procedures were complied with, could lead to a judicial determination of the fair value (excluding any element of value arising from the accomplishment or expectation of the Merger) required to be paid in cash to such dissenting holders for their Company Shares. Any such judicial determination of the fair value of Company Shares could be based upon considerations other than, or in addition to, the price paid in the Offer and the market value of the Company Shares, including asset values and the investment of the Company Shares.

The value so determined could be more or less than the purchase price per Company Share pursuant to the Offer or the consideration per Company Share to be paid in the Merger. Under Section 262 of the DGCL, where a merger is approved under Section 251(h), either a constituent corporation before the effective date of the merger, or the surviving corporation within 10 days thereafter, shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger or consolidation and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of Section 262 of the DGCL. The Schedule 14D-9 will constitute the formal notice of appraisal rights under Section 262 of the DGCL.

As will be described more fully in the Schedule 14D-9, if a stockholder elects to exercise appraisal rights under Section 262 of the DGCL, such stockholder must do all of the following:

•

within the later of the consummation of the Offer and 20 days after the mailing of the Schedule 14D-9, deliver to the Company a written demand for appraisal of the Company Shares held, which demand must reasonably inform Vitessse of the identity of the stockholder and that the stockholder is demanding appraisal;

•

not tender their Company Shares in the Offer; and

•

continuously hold of record the Company Shares from the date on which the written demand for appraisal is made through the Effective Time.

If any Company stockholder who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his or her right to appraisal, as provided in the DGCL, each of the Company Shares of such holder will be converted into the Merger Consideration in accordance with the Merger Agreement. A Company stockholder may withdraw his or her demand for appraisal by delivery to the Purchaser of a written withdrawal of his or her demand for appraisal. Failure to follow the steps required by Section 262 of the DGCL for perfecting appraisal rights may result in the loss of such rights.

The foregoing summary of the appraisal rights of stockholders under the DGCL does not purport to be a complete statement of the procedures to be followed by stockholders desiring to exercise any appraisal rights available thereunder and is qualified in its entirety by reference to Section 262 of the DGCL. The proper exercise of appraisal rights requires strict and timely adherence to the applicable provisions of Delaware law. A copy of Section 262 of the DGCL will be included as Annex II to the Schedule 14D-9.

The information provided above is for informational purposes only with respect to your alternatives if the Merger is consummated. If you tender your Company Shares pursuant to the Offer, you will not be entitled to exercise appraisal rights with respect to your Company Shares but, instead, subject to the Offer Conditions, you will receive the Offer Price for your Shares.

13.

Certain Effects of the Offer.

Market for the Company Shares. The purchase of Company Shares pursuant to the Offer will reduce the number of holders of Company Shares and the number of Company Shares that might otherwise trade publicly, which could adversely affect the liquidity and market value of the remaining Company Shares held by stockholders other than Purchaser and Microsemi. Purchaser cannot predict whether the reduction in the number of Company Shares that might otherwise trade publicly would have an adverse or beneficial effect on the market price for, or marketability of, the Company Shares or whether such reduction would cause future market prices to be greater or less than the Offer Price.

Stock Listing. Depending upon the number of Company Shares purchased pursuant to the Offer, the Company Shares may no longer meet the standards for continued inclusion in NASDAQ. If, as a result of the purchase of Company Shares pursuant to the Offer, the Company Shares no longer meet the criteria for continued inclusion in NASDAQ, the market for the Company Shares could be adversely affected. According to NASDAQ’s published guidelines, the Company Shares would not meet the criteria for continued inclusion in NASDAQ if, among other things, the number of publicly held Company Shares were less than 750,000, the aggregate market value of the publicly held Company Shares were less than $5,000,000 or there were fewer than two market makers for the Company Shares. If, as a result of the purchase of the Company Shares pursuant to the Offer, the Company Shares no longer meet these standards, the quotations on NASDAQ will be discontinued. In the event the Company Shares were no longer quoted on NASDAQ, quotations might still be available from other sources. The extent of the public market for the Company Shares and availability of such quotations would, however, depend upon such factors as the number of holders and/or the aggregate market value of the publicly held Company Shares at such time, the interest in maintaining a market in the Company Shares on the part of securities firms, the possible termination of registration of the Company Shares under the Exchange Act, and other factors.

Margin Regulations. The Company Shares are currently “margin securities” under the Regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), which designation has the effect, among other effects, of allowing brokers to extend credit on the collateral of the Company Shares. Depending upon factors similar to those described above regarding the market for the Company Shares and stock listings, it is possible that, following the Offer, the Company Shares would no longer constitute “margin securities” for the purposes of the margin regulations of the Federal Reserve Board and, therefore, could no longer be used as collateral for loans made by brokers.

Exchange Act Registration. The Company Shares are currently registered under the Exchange Act. Such registration may be terminated upon application of the Company to the SEC if the Company Shares are neither listed on a national securities exchange nor held by 300 or more holders of record. Termination of registration of the Company Shares under the Exchange Act would substantially reduce the information required to be furnished by the Company to its stockholders and to the SEC and would make certain provisions of the Exchange Act no longer applicable to the Company, such as the short-swing profit recovery provisions of Section 16(b) of the

Exchange Act, the requirement of furnishing a proxy statement pursuant to Section 14(a) of the Exchange Act in connection with stockholders’ meetings and the related requirement of furnishing an annual report to stockholders, and the requirements of Rule 13e-3 under the Exchange Act with respect to “going private” transactions. Furthermore, the ability of “affiliates” of the Company and persons holding “restricted securities” of the Company to dispose of such securities pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended, may be impaired or eliminated. If registration of the Company Shares under the Exchange Act were terminated, the Company Shares would no longer be “margin securities” or be eligible for listing on NASDAQ. Parent and Purchaser currently intend to seek to cause the Company to terminate the registration of the Company Shares under the Exchange Act as soon after consummation of the Offer as the requirements for termination of registration are met.

14.

Dividends and Distributions.

The Merger Agreement provides that, from the date of the Merger Agreement to the Effective Time, without the prior written consent of Microsemi, the Company will not, and will not permit any of its subsidiaries to, declare, set aside, make or pay any dividends on or other distributions (whether in cash, stock, property or otherwise) in respect of, any shares of its capital stock, other than dividends or distributions by a subsidiary of the Company to the Company or another subsidiary of the Company. Neither Microsemi nor Purchaser anticipate waiving this restriction or otherwise consenting to the payment of any dividend on the Company’s common stock. Accordingly, it is anticipated that no dividends will be declared or paid on the Company Shares following the date of the Merger Agreement.

15.

Conditions of the Offer.

Notwithstanding any other provisions of the Offer, but subject to the terms of the Merger Agreement and in addition to (and not in limitation of) Purchaser’s right to extend, terminate or amend the Offer at any time prior to the Expiration Date pursuant to the terms of the Merger Agreement, neither Parent nor Purchaser shall be required to accept for payment or, subject to any applicable rules and regulations of the SEC, pay for any Company Shares tendered pursuant to the Offer if:

(a)

there shall not have been validly tendered and not withdrawn prior to the expiration date for the Offer (as it may have been extended or re-extended pursuant to the Merger Agreement, the “Expiration Date”) (other than Company Shares tendered by guaranteed delivery where actual delivery has not occurred) at least that number of Company Shares validly tendered and not withdrawn prior to the expiration date of the Offer (other than Company Shares tendered by guaranteed delivery where actual delivery has not occurred), when added to any Company Shares already owned by Parent or any of its controlled subsidiaries, if any, equal a majority of the sum of the then outstanding Company Shares plus (without duplication) a number equal to the number of Company Shares issuable upon the vesting (including vesting solely as a result of the consummation of the Offer), conversion, settlement or exercise of all then outstanding warrants, options, benefit plans, obligations or securities convertible or exchangeable into Company Shares, or other rights to acquire or be issued Company Shares (including then outstanding Company Stock Options and Company RSUs, assuming the effectiveness thereof occurred on the Expiration Date), in each case, with an exercise or conversion price below the Per Share Amount (the “Minimum Condition”);

(b)

any applicable waiting period under the HSR Act shall not have expired or been terminated prior to the expiration of the Offer or any other required consents or approvals of any Governmental Authority of competent jurisdiction the absence of which would reasonably be expected to dilute materially the anticipated benefits to Parent of the Transaction, shall not have expired, been obtained or been terminated, as the case may be, prior to the expiration of the Offer;

(c)

immediately prior to the expiration of the Offer, any of the following conditions shall exist: there shall have been instituted any litigation, suit, claim, charge, action, hearing, proceeding, arbitration, or mediation (each, an “Action”), which is pending, by any governmental authority of competent

jurisdiction, (i) challenging or seeking to make illegal or otherwise, directly or indirectly, restrain or prohibit, the acceptance for payment, payment for or purchase of any Company Shares by Parent or Purchaser, or the consummation of the Offer or the Merger; (ii) seeking, in connection with the Transactions, to require the Company, Parent or Purchaser to take a Burdensome Action (as defined in the Merger Agreement); (iii) seeking to impose or confirm any material limitation on the ability of Parent or Purchaser to acquire, hold or exercise effectively full rights of ownership of any Company Shares, including the right to vote any Company Shares acquired by Purchaser pursuant to the Offer or otherwise on all matters properly presented to the Company’s stockholders; (iv) seeking to require divestiture by Parent or Purchaser of any Company Shares; or (v) that otherwise (individually or in the aggregate with all other such Actions) would have, or would reasonably be expected to have, a Material Adverse Effect;

For the purposes of the foregoing, a ‘Burdensome Action’ means any Action, which is pending, by any Governmental Authority of competent jurisdiction (A) challenging or seeking to make illegal, delaying materially or otherwise directly or indirectly restraining or prohibiting the consummation of the Offer or the Merger or seeking to obtain from Parent or any of its subsidiaries any damages in connection therewith, (B) seeking to prohibit or limit in any respect, or place any conditions on, the ownership or operation by the Company, Parent or any of their respective affiliates of all or any portion of the business or assets of Parent or the Company or any of their respective subsidiaries or to require any such person to dispose of, license (whether pursuant to an exclusive or nonexclusive license) or hold separate all or any portion of the business or assets of Parent, the Company or any of their respective subsidiaries, in each case as a result of or in connection with the Offer or the Merger, (C) seeking, directly or indirectly, to impose or confirm limitations on the ability of Parent or any of its affiliates to acquire or hold, or exercise full rights of ownership of, any Company Shares or any shares of capital stock of the Surviving Corporation on all matters properly presented to the stockholders of the Company or the Surviving Corporation, respectively, (D) seeking to require divestiture by Parent, the Company or any of their respective subsidiaries of any Company Shares or any business or assets of the Company or the Company Subsidiaries or Parent or its subsidiaries, or (E) that would reasonably be expected to impede, interfere with, prevent or materially delay the Offer or the Merger or that would reasonably be expected to dilute materially the benefits to Parent of the Transactions;

(d)

there shall be any action taken, or any United States or non-United States law (statutory, common or otherwise), including any statute, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order of a governmental authority of competent jurisdiction enacted, entered, enforced, promulgated, amended, issued or deemed applicable to (i) Parent, the Company or any subsidiary or affiliate of Parent or the Company or (ii) the Offer or the Merger, in each case, by any governmental authority of competent jurisdiction, that is reasonably likely to result, directly or indirectly, in any of the consequences referred to in paragraph (c) above;

(e)

any Effect since the date of the Merger Agreement shall have occurred that has had, or is reasonably likely to have, a Material Adverse Effect, and such Effect shall be continuing;

(f)

(A) any representation or warranty of the Company set forth in the Merger Agreement, other than Sections 4.3(b)(i), (iv), (v), (vi) and (vii), 4.3(c), 4.4(a) and 4.4(b) of the Merger Agreement shall not be true and correct (without giving effect to any qualification as to “materiality” or “Material Adverse Effect” set forth therein) as of immediately prior to the expiration of the Offer as though made on or as of such date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specified period of time, which need only be true and correct as of such date or with respect to such period), except, in each case, where the failure of such representations and warranties to be true and correct, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect, (B) any representation or warranty of the Company set forth in Sections 4.3(b) (i), (iv), (v), (vi) or (vii), or 4.3(c) of the Merger Agreement shall not be true and correct in all material respects as of the date of such representation and warranty (which for purposes thereof shall be deemed satisfied, and such representations and warranties shall be deemed true and correct in all material respects, so long as any inaccuracy or combination of inaccuracies in

such representations and warranties does not result, in aggregate, in an increase in the aggregate consideration otherwise payable by Purchaser in the Offer and the Merger by more than $350,000), and (C) any representation or warranty of the Company set forth in Sections 4.4(a) or 4.4(b) of the Merger Agreement shall not be true and correct in all material respects as of immediately prior to the expiration of the Offer as though made on or as of such date;

(g)

the Company shall have failed to comply with or perform in any material respect any covenants, obligations or agreements of the Company under the Merger Agreement and such failure shall not have been cured; provided, however, that following any extension of the Offer by Purchaser in connection with a financing failure as described in Section 1—“Terms of the Offer,” the tender offer condition contemplated by this paragraph (g) shall be deemed to have been satisfied so long as the Company has not engaged in an Intentional Breach (as defined above) of any of its covenants, obligations or agreements under the Merger Agreement required to be performed prior to the expiration of the Offer and such Intentional Breach has not been cured;

(h)

the Company shall not have furnished to Parent a certificate dated as of the date of determination signed on its behalf by any of the Company’s chairman of the board of directors or its chief executive officer or such other officer serving in such capacity to the effect that the conditions in (f) and (g) of the foregoing shall not have occurred; or

(i)

the Merger Agreement shall have been terminated in accordance with its terms or the Offer shall have been terminated in accordance with the terms of the Merger Agreement.

The foregoing conditions are for the sole benefit of Parent and Purchaser and, subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the SEC, may be waived by Parent and Purchaser in whole or in part at any time and from time to time in their sole discretion (other than the Minimum Condition). Purchaser expressly reserves the right (but shall not be obligated) at any time or from time to time on or before the expiration of the Offer (except for conditions dependent upon the receipt of necessary government approvals, which may be asserted at any time and from time to time), in its sole discretion, to amend or waive any such condition (other than the Minimum Condition, which may not be amended or waived), to increase the price per Company Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, that, without the prior written consent of the Company, no change may be made that decreases the price per Company Share payable in the Offer (except as provided in the Merger Agreement), changes the form of consideration payable in the Offer, decreases the number of Company Shares sought to be purchased in the Offer, adds to the conditions to the Offer set forth in this Section 15—“Conditions of the Offer,” extends the Offer other than as permitted by the Merger Agreement, modifies or amends any condition to the Offer in any manner that broadens such conditions or is adverse to the holders of Company Shares.

Any extension, delay, termination, waiver or amendment of the Offer will be followed promptly by public announcement if required. Such announcement, in the case of an extension, will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date, in accordance with the public announcement requirements of Rule 14e-1(d) under the Exchange Act. Subject to applicable law (including Rules 14d-4(d) and 14d-6(c) under the Exchange Act, which require that material changes be promptly disseminated to shareholders in a manner reasonably designed to inform them of such changes), and without limiting the manner in which Purchaser may choose to make any public announcement, Purchaser shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a press release to a national news service.

16.

Certain Legal Matters; Regulatory Approvals.

General. Other than as set forth below, Purchaser is not aware of any pending legal proceeding relating to the Offer. Except as described in this Section 16—“Certain Legal Matters; Regulatory Approvals” based on its examination of publicly available information filed by the Company with the SEC and other publicly available information concerning the Company, Purchaser is not aware of any governmental license or regulatory permit

that appears to be material to the Company’s business that might be adversely affected by Purchaser’s acquisition of Company Shares as contemplated herein or of any approval or other action by any governmental, administrative or regulatory authority or agency, domestic or foreign, that would be required for the acquisition or ownership of Company Shares by Purchaser or Parent as contemplated herein. Should any such approval or other action be required, Purchaser currently contemplates that, except as described below under “State Takeover Statutes,” such approval or other action will be sought. While Purchaser does not currently intend to delay acceptance for payment of Company Shares tendered pursuant to the Offer pending the outcome of any such matter, there can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that if such approvals were not obtained or such other actions were not taken, adverse consequences might not result to the Company’s business, any of which under certain conditions specified in the Merger Agreement could cause Purchaser to elect to terminate the Offer without the purchase of Company Shares thereunder. See Section 15—“Conditions of the Offer.”

Legal Proceedings. On March 23, 2015, members of the Company Board, Purchaser, and Parent were named as defendants in an alleged class action lawsuit brought by a purported Company stockholder challenging the proposed transaction, which was filed in the Court of Chancery of the State of Delaware Court, and captioned Jefferson Mattox v. Christopher Gardner. et al., Case Number 10828 (which we refer to as the “Mattox Action”). The Mattox Action purports to be brought individually and as a class action on behalf of the Company’s stockholders and generally alleges that, among other things, (i) each member of the Company Board breached his or her fiduciary duties in connection with the transactions contemplated by the Merger Agreement, (ii) Purchaser and Parent allegedly aided and abetted those breaches, and (iii) the proposed compensation payable to plaintiff and the class in the Transaction is unfair and inadequate. The Mattox Action seeks, among other relief, to enjoin the defendants from consummating the transactions contemplated by the Merger Agreement, rescission or rescissory damages to the extent such transactions are consummated and attorneys’ fees and costs.

On March 27, 2015, the Company, members of the Company Board, Purchaser, and Parent were named as defendants in an alleged class action lawsuit brought by a purported Company stockholder challenging the proposed transaction, which was filed in the Court of Chancery of the State of Delaware, and captioned George Gowan v. Vitesse Semiconductor Corp. et al., Case Number 10841 (the “Gowan Action”). The Gowan Action purports to be brought individually and as a class action on behalf of the Company’s stockholders and generally alleges that, among other things, (i) each member of the Company Board breached his or her fiduciary duties in connection with the transactions contemplated by the Merger Agreement, including by agreeing to unreasonable deal protection measures, (ii) the Company, Purchaser and Parent aided and abetted those breaches, and (iii) the proposed compensation payable to plaintiff and the class in the transactions contemplated by the Merger Agreement is unfair and inadequate. The Gowan Action seeks, among other relief, to enjoin defendants from consummating the transactions contemplated by the Merger Agreement, rescission and rescissory damages to the extent the transactions are consummated, damages and attorneys’ fees and costs.

On March 30, 2015, members of the Company Board, Purchaser, and Parent were named as defendants in an alleged class action lawsuit brought by a purported Company stockholder challenging the proposed transaction, which was filed in the Court of Chancery of the State of Delaware, and captioned Bernard McGoey v. Christopher Gardner et al., Case Number 10853 (the “McGoey Action” and, collectively with the Mattox Action and the Gowan Action, the “Lawsuits”). The McGoey Action purports to be brought individually and as a class action on behalf of the Company’s stockholders and generally alleges that, among other things, (i) each member of the Company Board breached his or her fiduciary duties in connection with the transactions contemplated by the Merger Agreement, (ii) Purchaser and Parent aided and abetted those breaches, and (iii) the proposed compensation payable to plaintiff and the class in the transactions contemplated by the Merger Agreement is unfair and inadequate. The McGoey Action seeks, among other relief, to enjoin defendants from consummating the transactions contemplated by the Merger Agreement, rescission and rescissory damages to the extent the transactions are consummated, damages and attorneys’ fees and costs.

Parent believes that the claims asserted in the Lawsuits are without merit and intends to defend its position. However, a negative outcome in any Lawsuit could have a material adverse effect on the Parent if it results in preliminary or permanent injunctive relief or rescission of the Merger Agreement. In addition, although the Company has directors and officers liability insurance, the Company anticipates that it will incur significant expense within its self-insured retention under that insurance. Parent is not currently able to predict the outcome of any of the Lawsuits with any certainty. Additional lawsuits arising out of or relating to the Merger Agreement or the Transaction may be filed in the future. If additional similar complaints are filed, absent new or different allegations that are material, the Parent will not necessarily announce such additional filings.

State Takeover Statutes. A number of states (including Delaware, where the Company is incorporated) have adopted laws that purport, to varying degrees, to apply to attempts to acquire corporations that are incorporated in, or that have substantial assets, stockholders, principal executive offices or principal places of business or whose business operations otherwise have substantial economic effects in, such states. The Company, directly or through subsidiaries, conducts business in a number of states throughout the United States, some of which have enacted such laws. To the extent that these state takeover statutes purport to apply to the Offer or the Merger, we believe that those laws conflict with U.S. federal law and are an unconstitutional burden on interstate commerce. In Edgar v. MITE Corp., the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. However, in 1987, in CTS Corp. v. Dynamics Corp. of America, the Supreme Court held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquirer from voting shares of a target corporation without the prior approval of the remaining stockholders where, among other things, the corporation is incorporated in, and has a substantial number of stockholders in, the state. Subsequently, in TLX Acquisition Corp. v. Telex Corp., a Federal District Court in Oklahoma ruled that the Oklahoma statutes were unconstitutional insofar as they apply to corporations incorporated outside Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in Tyson Foods, Inc. v. McReynolds, a Federal District Court in Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit.

The Company is incorporated under the laws of the State of Delaware. In general, Section 203 of the DGCL prevents an “interested stockholder” (including a person who owns or has the right to acquire 15% or more of a corporation’s outstanding voting stock) from engaging in a “business combination” (defined to include mergers and certain other actions) with a Delaware corporation whose stock is publicly traded or held of record by more than 2,000 stockholders for a period of three years following the date such person became an interested stockholder unless:

•

the transaction in which the stockholder became an interested stockholder or the business combination was approved by the board of directors of the corporation before the other party to the business combination became an interested stockholder;

•

upon completion of the transaction that made it an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the commencement of the transaction (excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) the voting stock owned by directors who are also officers or held in employee benefit plans in which the employees do not have a confidential right to tender or vote stock held by the plan); or

•

the business combination was approved by the board of directors of the corporation and ratified by 66²⁄₃% of the outstanding voting stock which the interested stockholder did not own.

Neither Microsemi nor Purchaser is, nor at any time for the past three years has been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL. In addition, in accordance with the provisions of Section 203, the Company Board approved the Merger Agreement and the transactions

contemplated thereby, and, therefore, the restrictions of Section 203 are inapplicable to the Merger and the transactions contemplated under the Merger Agreement.

The Purchaser is not aware of any other state takeover laws or regulations which are applicable to the Offer or the Merger and has not attempted to comply with any state takeover laws or regulations. If any government official or third party should seek to apply any state takeover law to the Offer or the Merger or other business combination between the Purchaser or any of its affiliates and the Company, the Purchaser will take such action as then appears desirable, which action may include challenging the applicability or validity of such statute in appropriate court proceedings. In the event it is asserted that one or more state takeover statutes is applicable to the Offer or the Merger and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or the Merger, the Purchaser might be required to file certain information with, or to receive approvals from, the relevant state authorities or holders of Company Shares, and the Purchaser might be unable to accept for payment or pay for Company Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer or the Merger. In that case, we may not be obligated to accept for purchase, or pay for, any Company Shares tendered. See Section 15—“Conditions of the Offer.”

United States Antitrust Compliance. Under the HSR Act, and the related rules and regulations that have been issued by the Federal Trade Commission (the “FTC”), certain acquisition transactions may not be consummated until certain information and documentary material has been furnished for review by the FTC and the Antitrust Division of the Department of Justice (the “Antitrust Division”) and certain waiting period requirements have been satisfied. These requirements apply to Purchaser’s acquisition of the Company Shares in the Offer and the Merger.

Under the HSR Act, the purchase of Company Shares in the Offer may not be completed until the expiration of a fifteen (15) calendar day waiting period, which began when Parent filed a Premerger Notification and Report Form under the HSR Act with the FTC and the Antitrust Division on March 23, 2015, unless the FTC and Antitrust Division grant early termination of such waiting period. If the fifteen (15) calendar day waiting period expires on a federal holiday or weekend day, the waiting period is automatically extended until 11:59 p.m. the next business day. The Company must file a Premerger Notification and Report Form ten days after Parent filed its Premerger Notification and Report Form. Parent filed a Premerger Notification and Report Form under the HSR Act with the FTC and Antitrust Division in connection with the purchase of Company Shares in the Offer and the Merger on March 23, 2015. The Company expects to file its Premerger Notification and Report Form under the HSR Act with the FTC and Antitrust Division on March 31, 2015. The required waiting period with respect to the Offer and the Merger is expected to expire at 11:59 p.m., New York City time, on or about April 7, 2015, unless the FTC and Antitrust Division grant early termination of the waiting period, or Parent receives a request for additional information or documentary material prior to that time. If within the fifteen (15) calendar day waiting period either the FTC or the Antitrust Division requests additional information or documentary material from Parent, the waiting period with respect to the Offer and the Merger would be extended for an additional period of ten (10) calendar days following the date of Parent’s substantial compliance with that request. Only one (1) extension of the waiting period pursuant to a request for additional information is authorized by the HSR Act rules. After that time, the waiting period may be extended only by court order. The FTC or the Antitrust Division may terminate the additional ten (10) calendar day waiting period before its expiration. In practice, complying with a request for additional information and documentary material can take a significant period of time.

The FTC and the Antitrust Division may scrutinize the legality under the antitrust laws of proposed transactions such as Purchaser’s acquisition of Company Shares in the Offer and the Merger. At any time before or after the purchase of Company Shares by Purchaser, the FTC or the Antitrust Division could take any action under the antitrust laws that it either considers necessary or desirable if it believes the transaction will substantially lessen competition, including seeking to enjoin the purchase of Company Shares in the Offer and the Merger, the divestiture of Company Shares purchased in the Offer or the divestiture of substantial assets of Parent, the Company or any of their respective subsidiaries or affiliates. Private parties as well as state attorneys general also may bring legal actions under the antitrust laws under certain circumstances.

17.

Fees and Expenses.

We have retained Okapi Partners to act as the Information Agent and Computershare to act as the depositary in connection with the Offer and the Merger. The Information Agent may contact holders of Company Shares by mail, telephone, telex, telegraph and personal interviews and may request brokers, dealers, banks, trust companies and other nominees to forward materials relating to the Offer to beneficial owners. The Information Agent and the Depositary each will receive reasonable and customary compensation for their respective services and will be reimbursed for certain reasonable out-of-pocket expenses.

We will not pay any fees or commissions to any broker or dealer or any other person (other than the Information Agent and the Depositary) for soliciting tenders of Company Shares pursuant to the Offer. Brokers, dealers, banks, trust companies and other nominees will, upon request, be reimbursed by us for reasonable and necessary costs and expenses incurred by them in forwarding materials to their customers.

18.

Miscellaneous.

The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Company Shares in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. We may, in our sole discretion, take such action as we may deem necessary to make the Offer in any such jurisdiction and extend the Offer to holders of Company Shares in such jurisdiction. In those jurisdictions where applicable laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of Purchaser by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by Purchaser.

No person has been authorized to give any information or to make any representation on behalf of Parent or Purchaser not contained herein or in the Letter of Transmittal, and, if given or made, such information or representation must not be relied upon as having been authorized. No broker, dealer, bank, trust company, fiduciary or other person will be deemed to be the agent of Purchaser, the Depositary or the Information Agent for the purpose of the Offer.

Purchaser has filed with the SEC a Tender Offer Statement on Schedule TO pursuant to Rule 14d-3 of the General Rules and Regulations under Exchange Act, together with exhibits furnishing certain additional information with respect to the Offer, and may file amendments thereto. In addition, the Company has filed with the SEC a Schedule 14D-9, together with exhibits, pursuant to Rule 14d-9 under the Exchange Act, setting forth the recommendation of the Company Board with respect to the Offer and the reasons for such recommendation and furnishing certain additional related information. A copy of such documents, and any amendments thereto, may be examined at, and copies may be obtained from, the SEC in the manner set forth in Section 7—“Certain Information Concerning the Company” above.

LLIU100 Acquisition Corp.

March 31, 2015

SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS OF

PARENT AND PURCHASER

1. Directors and Executive Officers of Parent. The following table sets forth the name, present principal occupation or employment and past material occupations, positions, offices or employment for at least the past five (5) years for each director and executive officer of Parent. The current business address of each person is One Enterprise, Aliso Viejo, California 92656. The telephone number of each person is (949) 380-6100. Each such person is a citizen of the United States of America. None of such persons have been convicted in a criminal proceeding during the past five years (excluding traffic violations and similar misdemeanors). Additionally, none has been a party to any judicial or administrative proceeding during the past five years (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree, final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

DIRECTORS


Name		Present Principal Occupation or Employment, Material Positions Held During the Last Five (5) Years
James J. Peterson		Chairman of the Board and Chief Executive Officer since November 2013; President and Chief Executive Officer from 2000 to November 2013.

Dennis R. Leibel		Chairman of the Board from 2004 to November 2013; A retired financial and legal executive, private investor and consultant; Director of DPAC Technologies Corp., a device networking company based in Hudson, Ohio, from 2006 to 2011.

Thomas R. Anderson		Microsemi Board member since 2002
		A retired executive and private investor.

William E. Bendush		Microsemi Board member since 2003
		A retired executive and private investor; Director of Cohu, Inc., an equipment manufacturer for the semiconductor industry based in Poway, California, since 2011 and was a Director of Conexant Systems, Inc., a fabless semiconductor company based in Newport Beach, California, from 2008 to 2011.

Paul F. Folino		Microsemi Board member since 2004
		Former Executive Chairman of the Board of Emulex Corporation, an information technology products manufacturer based in Irvine, California, from 2006 to 2011; Director of CoreLogic, Inc., a provider of consumer, financial and property information, analytics and services to business and government based in Irvine, California, since 2011; Director of Lantronix, Inc., a provider of smart machine-to-machine connectivity solutions based in Irvine, California, since 2012.

William L. Healey		Microsemi Board member since 2003
		Business consultant and private investor; Director of Sypris Solutions, Inc., a provider of technology-based outsourced services and specialty products based in Louisville, Kentucky, since 1997; Director of Pro-Dex, Inc., a motion control and rotary drive systems manufacturer based in Irvine, California, from 2007 to 2013 and its Chairman of the Board from 2010 to 2013.


Name		Present Principal Occupation or Employment, Material Positions Held During the Last Five (5) Years

Matthew E. Massengill		Microsemi Board member since 2006
		Director of Western Digital Corporation, a computer storage technology provider based in Irvine, California since 2000; Director of Conexant Systems, Inc., a fabless semiconductor company based in Newport Beach, California, from 2008 to 2011; Director of GT Advanced Technologies, Inc., a supplier of materials for solar cell and panel manufacturing based in Merrimack, New Hampshire, since 2008 and its Chairman of the Board since 2010; Director of Vizio, Inc., a producer of consumer electronics based in Irvine, California since 2008.

OFFICERS


Name		Present Principal Occupation or Employment, Material Positions Held During the Last Five (5) Years
James J. Peterson		Chairman of the Board and Chief Executive Officer since November 2013; President and Chief Executive Officer from 2000 to November 2013; Officer of Microsemi since 2000.

John W. Hohener		Executive Vice President, Chief Financial Officer, Secretary and Treasurer since 2009; Vice President, Chief Financial Officer and Secretary since 2008; Vice President of Finance, Treasurer and Chief Accounting Officer since 2007. Officer of Microsemi since 2006.

Steven G. Litchfield		Executive Vice President, Chief Strategy Officer since 2009; Executive Vice President—Analog Mixed Signal Group from 2006 to 2009. Officer of Microsemi since 2003.

David Goren		Senior Vice President, Chief Legal and Compliance Officer since 2012; Vice President, Legal since 2007.

Paul H. Pickle		President and Chief Operating Officer since 2013; Executive Vice President, Integrated Circuits Group from 2012 to 2013; Senior Vice President and General Manager, Analog and SoC Products, from 2011 to 2012; Vice President and General Manager, Analog Mixed Signal Products Group, from 2009 to 2011.

2. Directors and Executive Officers of Purchaser. The following table sets forth the name, present principal occupation or employment and material occupations, positions, offices or employment for at least the past five (5) years for each director and executive officer of Purchaser. The current business address of each person is One Enterprise, Aliso Viejo, California 92656. The telephone number of each person is (949) 380-6100. Each such person is a citizen of the United States of America. None of such persons has been convicted in a criminal proceeding during the past five years (excluding traffic violations or similar misdemeanors). Additionally, none has been a party to any judicial or administrative proceeding during the past five years (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws or a finding of any violation of federal or state securities laws.


Name and Position		Present Principal Occupation or Employment, Material Positions Held During the Last Five (5) Years
John W. Hohener Chief Financial Officer, Secretary		Chief Financial Officer and Secretary since March 2015; Executive Vice President, Chief Financial Officer, Secretary and Treasurer of Microsemi since 2009; Vice President, Chief Financial Officer and Secretary of Microsemi since 2008; Vice President of Finance, Treasurer and Chief Accounting Officer of Microsemi since 2007. Officer of Microsemi since 2006.

Paul H. Pickle Director		President and Chief Operating Officer of Microsemi since 2013; Executive Vice President, Integrated Circuits Group of Microsemi from 2012 to 2013; Senior Vice President and General Manager, Analog and SoC Products of Microsemi, from 2011 to 2012; Vice President and General Manager, Analog Mixed Signal Products Group of Microsemi, from 2009 to 2011. Director of Purchaser since March 2015.

Steven G. Litchfield Director, President, Chief Executive Officer		President and Chief Executive Officer since March 2015; Executive Vice President, Chief Strategy Officer of Microsemi since 2009; Executive Vice President—Analog Mixed Signal Group of Microsemi from 2006 to 2009. Officer of Microsemi since 2003. Director of Purchaser since March 2015.

Manually signed facsimiles of the Letter of Transmittal, properly completed, will be accepted. The Letter of Transmittal and certificates evidencing Company Shares and any other required documents should be sent or delivered by each stockholder or its, his or her broker, dealer, commercial bank, trust company or other nominee to the Depositary at one of its addresses set forth below.

The Depositary for the Offer is:

LOGO

If delivering by mail:

Computershare

c/o Voluntary Corporate Actions

P.O. Box 43011

Providence, Rhode Island 02940-3011

If delivering by overnight delivery:

Computershare

c/o Voluntary Corporate Actions

250 Royall Street, Suite V

Canton, Massachusetts 02021

Questions or requests for assistance may be directed to the Information Agent at the respective telephone numbers and address set forth below. Questions or requests for assistance or additional copies of this Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery may also be obtained from the Information Agent. Stockholders may also contact their broker, dealer, commercial bank or trust company for assistance concerning the Offer.

The Information Agent for the Offer is:

LOGO

437 Madison Avenue, 28^th Floor

New York, New York 10022

Banks and Brokerage Firms, Please Call: (212) 297-0720

Stockholders and All Others, Call Toll Free: (877) 566-1922

Email: info@okapipartners.com

Exhibit (a)(1)(B)

LETTER OF TRANSMITTAL

To Tender Shares of Common Stock

Vitesse Semiconductor Corporation

$5.28 NET PER SHARE

Pursuant to the Offer to Purchase dated March 31, 2015

LLIU100 Acquisition Corp.

a wholly owned subsidiary of

Microsemi Corporation

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,

NEW YORK CITY TIME, AT THE END OF APRIL 27, 2015, UNLESS THE OFFER IS EXTENDED.

The Depositary for the Offer is:

LOGO

If delivering by mail:

If delivering by overnight delivery:

Computershare

c/o Voluntary Corporate Actions

P.O. Box 43011

Providence, Rhode Island 02940-3011

Computershare

c/o Voluntary Corporate Actions

250 Royall Street, Suite V

Canton, Massachusetts 02021


DESCRIPTION OF COMPANY SHARES TENDERED
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank, exactly as name(s) appear(s) on Share Certificate(s))	Company Shares Tendered (Attach additional signed list, if necessary)
	Share Certificate Number(s)⁽¹⁾	Total Number of Company Shares Represented by Share Certificate(s)⁽¹⁾	Total Number of Company Shares Tendered by Book Entry Transfer	Total Number of Company Shares Tendered⁽²⁾




	Total Company Shares
⁽¹⁾ Need not be completed by stockholders tendering by book-entry transfer. ⁽²⁾ Unless otherwise indicated, it will be assumed that all Company Shares described above are being tendered. See Instruction 4.

VOLUNTARY CORPORATE ACTION COY:VTSS

Delivery of this Letter of Transmittal to an address other than as set forth above will not constitute a valid delivery to the Depositary. You must sign this Letter of Transmittal in the appropriate space provided therefor below, with signature guarantee if required, and complete the enclosed Internal Revenue Service (“IRS”) Form W-9 (or IRS Form W-8, as applicable). The instructions set forth in this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed.

The Offer (as defined below) is not being made to (nor will tender of Company Shares (as defined below) be accepted from or on behalf of) stockholders in any jurisdiction where it would be illegal to do so.

This Letter of Transmittal is to be used by stockholders of Vitesse Semiconductor Corporation (the “Company”), if certificates for Company Shares (“Share Certificates”) are to be forwarded herewith or, unless an Agent’s Message (as defined in Section 2 of the Offer to Purchase) is utilized, if delivery of Company Shares is to be made by book-entry transfer to an account maintained by the Depositary at the Book-Entry Transfer Facility (as defined in Section 2 of the Offer to Purchase and pursuant to the procedures set forth in Section 3 of the Offer to Purchase).

Stockholders whose Share Certificates are not immediately available, or who cannot complete the procedure for book-entry transfer on a timely basis, or who cannot deliver all other required documents to the Depositary prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase), must tender their Company Shares according to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase in order to participate in the Offer. Company Shares tendered by the Notice of Guaranteed Delivery will be excluded from the calculation of the Minimum Condition (as defined in the Offer to Purchase), unless such Company Shares and other required documents are received by the Depositary by the Expiration Date. See Instruction 2. Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Depositary.

Additional Information if Company Shares Have Been Lost, Are Being Delivered By Book-Entry Transfer, or

Are Being Delivered Pursuant to a Previous Notice of Guaranteed Delivery

If any Share Certificate(s) you are tendering with this Letter of Transmittal has been lost, stolen, destroyed or mutilated, you should contact Computershare, as Transfer Agent, (the “Transfer Agent”), at (800) 356-2042, regarding the requirements for replacement. You may be required to post a bond to secure against the risk that the Share Certificate(s) may be subsequently recirculated. You are urged to contact the Transfer Agent immediately in order to receive further instructions, for a determination of whether you will need to post a bond and to permit timely processing of this documentation. See Instruction 11.

Check here if tendered Company Shares are being delivered by book-entry transfer made to an account maintained by the Depositary with the Book-Entry Transfer Facility and complete the following (only financial institutions that are participants in the system of any Book-Entry Transfer Facility may deliver Company Shares by book-entry transfer):


Name of Tendering Institution



DTC Account Number				Transaction Code Number

¨	Check here if tendered Company Shares are being delivered pursuant to a Notice of Guaranteed Delivery previously sent to the Depositary and complete the following:


Name(s) of Tendering Stockholder(s)



Date of Execution of Notice of Guaranteed Delivery



Name of Eligible Institution that Guaranteed Delivery



If Delivery is by Book-Entry Transfer, Provide the Following:



Account Number				Transaction Code Number

VOLUNTARY CORPORATE ACTION COY:VTSS

NOTE: SIGNATURES MUST BE PROVIDED BELOW.

PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:

The undersigned hereby tenders to LLIU100 Acquisition Corp., a Delaware corporation (the “Purchaser”) and a wholly owned subsidiary of Microsemi Corporation, a Delaware corporation (“Parent”), the above described shares of common stock, par value $0.01 per share (“Company Shares”), of Vitesse Semiconductor Corporation, a Delaware corporation (the “Company”), pursuant to the Purchaser’s offer to purchase (the “Offer”) all outstanding Company Shares, at a purchase price of $5.28 per share, net to the tendering stockholder in cash, without interest and less any required withholding taxes (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 31, 2015 (together with any amendments and supplements thereto, the “Offer to Purchase”), and in this Letter of Transmittal.

Upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms of any such extension or amendment), and effective upon acceptance for payment of Company Shares tendered herewith and not properly withdrawn prior to the expiration date of the Offer, accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to or upon the order of the Purchaser all right, title and interest in and to all Company Shares that are being tendered hereby (and any and all dividends, distributions, rights, other Company Shares or other securities issued or issuable in respect thereof on or after the date hereof (collectively, “Distributions”)) and irrevocably constitutes and appoints Computershare (the “Depositary”) the true and lawful agent and attorney-in-fact of the undersigned with respect to such Company Shares (and any and all Distributions), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) deliver Share Certificates for such Company Shares (and any and all Distributions) or transfer ownership of such Company Shares (and any and all Distributions) on the account books maintained by the Book-Entry Transfer Facility (as defined in Section 2 of the Offer to Purchase), together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of the Purchaser, (ii) present such Company Shares (and any and all Distributions) for transfer on the books of the Company and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Company Shares (and any and all Distributions), all in accordance with the terms of the Offer.

By executing this Letter of Transmittal, the undersigned hereby irrevocably appoints James J. Peterson and John W. Hohener, and each of them, and any other designees of the Purchaser, the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, (i) to vote at any annual or special meeting of the Company’s stockholders or any adjournment or postponement thereof or otherwise in such manner as each such attorney-in-fact and proxy or its, his or her substitute shall in its, his or her sole discretion deem proper with respect to, (ii) to execute any written consent concerning any matter as each such attorney-in-fact and proxy or its, his or her substitute shall in its, his or her sole discretion deem proper with respect to and (iii) to otherwise act as each such attorney-in-fact and proxy or its, his or her substitute shall in its, his or her sole discretion deem proper with respect to, all Company Shares (and any and all Distributions) tendered hereby and accepted for payment by the Purchaser. This appointment will be effective if and when, and only to the extent that, the Purchaser accepts such Company Shares for payment pursuant to the Offer. This power of attorney and proxy are irrevocable and are granted in consideration of the acceptance for payment of such Company Shares in accordance with the terms of the Offer. Such acceptance for payment shall, without further action, revoke any prior powers of attorney and proxies granted by the undersigned at any time with respect to such Company Shares (and any and all Distributions), and no subsequent powers of attorney, proxies, consents or revocations may be given by the undersigned with respect thereto (and, if given, will not be deemed effective). The Purchaser reserves the right to require that, in order for Company Shares to be deemed validly tendered, immediately upon the Purchaser’s acceptance for payment of such Company Shares, the Purchaser must be able to exercise full voting, consent and other rights with respect to such Company Shares (and any and all Distributions), including voting at any meeting of the Company’s stockholders.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer any and all Company Shares tendered hereby (and any and all Distributions) and that, when the same are accepted for payment by the Purchaser, the Purchaser will acquire good, marketable and unencumbered title to such Company Shares (and any and all Distributions), free and clear of all liens, restrictions, charges and encumbrances and the

VOLUNTARY CORPORATE ACTION COY:VTSS

same will not be subject to any adverse claims. The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or the Purchaser to be necessary or desirable to complete the sale, assignment and transfer of any and all Company Shares tendered hereby (and any and all Distributions). In addition, the undersigned shall remit and transfer promptly to the Depositary for the account of the Purchaser all Distributions in respect of any and all Company Shares tendered hereby, accompanied by appropriate documentation of transfer, and, pending such remittance and transfer or appropriate assurance thereof, the Purchaser shall be entitled to all rights and privileges as owner of each such Distribution and may deduct from the purchase price of Company Shares tendered hereby the amount or value of such Distribution as determined by the Purchaser in its sole discretion.

All authority herein conferred or agreed to be conferred shall not be affected by, and shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.

The undersigned hereby acknowledges that delivery of any Share Certificate shall be effected, and risk of loss and title to such Share Certificate shall pass, only upon the proper delivery of such Share Certificate to the Depositary.

The undersigned understands that the valid tender of Company Shares pursuant to any of the procedures described in the Offer to Purchase and in the instructions hereto will constitute the undersigned’s acceptance of the terms and conditions of the Offer. Purchaser’s acceptance of such Company Shares for payment will constitute a binding agreement between the undersigned and the Purchaser upon the terms of and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms of or the conditions of any such extension or amendment). The undersigned recognizes that under certain circumstances set forth in the Offer, Purchaser may not be required to accept for payment any Company Shares tendered hereby.

Unless otherwise indicated under “Special Payment Instructions,” please issue the check for the purchase price of all of Company Shares purchased and, if appropriate, return any Share Certificates not tendered or accepted for payment in the name(s) of the registered holder(s) appearing above under “Description of Shares Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the purchase price of all Company Shares purchased and, if appropriate, return any Share Certificates not tendered or not accepted for payment (and any accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing above under “Description of Shares Tendered.” In the event that the boxes entitled “Special Payment Instructions” and “Special Delivery Instructions” are both completed, please issue the check for the purchase price of all Company Shares purchased and, if appropriate, return any Share Certificates not tendered or not accepted for payment (and any accompanying documents, as appropriate) in the name(s) of, and deliver such check and, if appropriate, return any such Share Certificates (and any accompanying documents, as appropriate) to, the person(s) so indicated. Unless otherwise indicated herein in the box entitled “Special Payment Instructions,” please credit any Company Shares tendered herewith by book-entry transfer that are not accepted for payment by crediting the account at the Book-Entry Transfer Facility designated above. The undersigned recognizes that the Purchaser has no obligation, pursuant to the “Special Payment Instructions,” to transfer any Company Shares from the name of the registered holder thereof if the Purchaser does not accept for payment any of such Company Shares so tendered.

VOLUNTARY CORPORATE ACTION COY:VTSS


SPECIAL PAYMENT INSTRUCTIONS (See Instructions 1, 5, 6 and 7)
To be completed ONLY if the check for the purchase price of Company Shares accepted for payment and/or Share Certificates not tendered or not accepted are to be issued in the name of someone other than the undersigned. Issue check and/or Share Certificates to:

Name
		(Please Print)

Address


(Include Zip Code)


(Taxpayer Identification or Social Security No.) (Also Complete Enclosed IRS Form W-9 (or IRS Form W-8, As Applicable))


SPECIAL DELIVERY INSTRUCTIONS (See Instructions 1, 5, 6 and 7)
To be completed ONLY if the check for the purchase price of Company Shares accepted for payment and/or Share Certificates not tendered or not accepted are to be mailed to someone other than the undersigned or to the undersigned at an address other than that shown above. Mail check and/or Share Certificates to:

Name
		(Please Print)

Address


(Include Zip Code)


(Taxpayer Identification or Social Security No.) (Also Complete Enclosed IRS Form W-9 (or IRS Form W-8, As Applicable))

VOLUNTARY CORPORATE ACTION COY:VTSS

IMPORTANT

STOCKHOLDER: SIGN HERE

(Please complete and return the enclosed IRS Form W-9, or IRS Form W-8, as applicable)


Signature(s) of Holder(s) of Company Shares

Dated: , 2015


Name(s)
(Please Print)



Capacity (Full Title) (See Instruction 5)
(Include Zip Code)



Address



Area Code and Telephone No.



Tax Identification or Social Security No. (See IRS Form W-9 Enclosed herewith)

Must be signed by registered holder(s) exactly as name(s) appear(s) on Share Certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by Share Certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5.

Guarantee of Signature(s)

(If Required—See Instructions 1 and 5)


Authorized Signature



Name



Name of Firm



Address
		(Include Zip Code)



Area Code and Telephone No.



Dated:				, 2015

VOLUNTARY CORPORATE ACTION COY:VTSS

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1. Guarantee of Signatures. No signature guarantee is required on this Letter of Transmittal (a) if this Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section, includes any participant in the Book-Entry Transfer Facility’s systems whose name(s) appear(s) on a security position listing as the owner(s) of Company Shares) of Company Shares tendered herewith, unless such registered holder(s) has completed either the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” on the Letter of Transmittal or (b) if such Company Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program or by any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each, an “Eligible Institution”). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5.

2. Requirements of Tender. This Letter of Transmittal is to be completed if Share Certificates are to be forwarded herewith or, unless an Agent’s Message is utilized, if tenders are to be made pursuant to the procedure for tender by book-entry transfer set forth in Section 3 of the Offer to Purchase. Share Certificates evidencing tendered Company Shares, or timely confirmation of a book-entry transfer of Company Shares (a “Book-Entry Confirmation”) into the Depositary’s account at the Book-Entry Transfer Facility, as well as this Letter of Transmittal (or a manually signed facsimile hereof), properly completed and duly executed, with any required signature guarantees, or an Agent’s Message in connection with a book-entry transfer, and any other documents required by this Letter of Transmittal, must be received by the Depositary at one of its addresses set forth herein prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase). Stockholders whose Share Certificates are not immediately available, or who cannot complete the procedure for delivery by book-entry transfer on a timely basis or who cannot deliver all other required documents to the Depositary prior to the Expiration Date, may tender their Company Shares by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to such procedure: (i) such tender must be made by or through an Eligible Institution; (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by the Purchaser, must be received by the Depositary prior to the Expiration Date and (iii) Share Certificates (or a Book-Entry Confirmation) evidencing all tendered Company Shares, in proper form for transfer, in each case together with this Letter of Transmittal (or a manually signed facsimile hereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry delivery, an Agent’s Message) and any other documents required by this Letter of Transmittal, must be received by the Depositary within three trading days after the date of execution of such Notice of Guaranteed Delivery. If Share Certificates are forwarded separately to the Depositary, a properly completed and duly executed Letter of Transmittal must accompany each such delivery.

The method of delivery of this Letter of Transmittal, Share Certificates and all other required documents, including delivery through the Book-Entry Transfer Facility, is at the option and the risk of the tendering stockholder, and the delivery will be deemed made (and the risk of loss and title to Share Certificates will pass) only when actually received by the Depositary (including, in the case of Book-Entry Transfer, by Book-Entry Confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

The Purchaser will not accept any alternative, conditional or contingent tenders, and no fractional Company Shares will be purchased. By executing this Letter of Transmittal (or facsimile thereof), the tendering stockholder waives any right to receive any notice of the acceptance for payment of Company Shares.

3. Inadequate Space. If the space provided herein is inadequate, Share Certificate numbers and/or the number of Company Shares should be listed on a signed separate schedule attached hereto.

4. Partial Tenders. If fewer than all Company Shares represented by any Share Certificate or fewer than all Company Shares held in book entry are included in a confirmation of book entry transfer delivered to the Depositary are to be tendered, fill in the number of Company Shares which are to be tendered in the box entitled “Total Number of Shares Tendered.” In

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such case, a new certificate for the remainder of Company Shares represented by the old certificate will be sent to the person(s) signing this Letter of Transmittal, unless otherwise provided in the appropriate box on this Letter of Transmittal, as promptly as practicable following the expiration or termination of the Offer. All Company Shares represented by Share Certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

5. Signatures on Letter of Transmittal; Stock Powers and Endorsements.

(a) Exact Signatures. If this Letter of Transmittal is signed by the registered holder(s) of Company Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of such Share Certificates for such Company Shares without alteration, enlargement or any change whatsoever.

(b) Joint Holders. If any Company Shares tendered hereby are held of record by two or more persons, all such persons must sign this Letter of Transmittal.

(c) Different Names on Share Certificates. If any Company Shares tendered hereby are registered in different names on different Share Certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of Share Certificates.

(d) Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of Company Shares tendered hereby, no endorsements of Share Certificates for such Company Shares or separate stock powers are required unless payment of the purchase price is to be made, or Company Shares not tendered or not purchased are to be returned, in the name of any person other than the registered holder(s). Signatures on any such Share Certificates or stock powers must be guaranteed by an Eligible Institution.

Stock Powers. If this Letter of Transmittal is signed by a person other than the registered holder(s) of Company Shares tendered hereby, such Share Certificates for such Company Shares must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered holder(s) appear(s) on such Share Certificates for such Company Shares. Signature(s) on any such Share Certificates or stock powers must be guaranteed by an Eligible Institution. See Instruction 1.

Evidence of Fiduciary or Representative Capacity. If this Letter of Transmittal or any Share Certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Depositary of the authority of such person so to act must be submitted. Proper evidence of authority includes a power of attorney, a letter or testamentary or a letter of appointment.

6. Stock Transfer Taxes. Except as otherwise provided in this Instruction 6, the Purchaser or any successor entity thereto will pay all stock transfer taxes with respect to the transfer and sale of any Company Shares to it or its order pursuant to the Offer. If, however, payment of the purchase price is to be made to, or if Share Certificate(s) for Company Shares not tendered or not accepted for payment are to be registered in the name of, any person(s) other than the registered holder(s), or if tendered Share Certificate(s) are registered in the name of any person(s) other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes or other taxes required by reason of the payment to a person other than the registered holder of such Share Certificate (in each case whether imposed on the registered holder(s) or such other person(s)) payable on account of the transfer to such other person(s) will be deducted from the purchase price of such Company Shares purchased unless evidence satisfactory to the Purchaser of the payment of such taxes, or exemption therefrom, is submitted.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to Share Certificate(s) evidencing the Company Shares tendered hereby.

7. Special Payment and Delivery Instructions. If a check is to be issued in the name of, and, if appropriate, Share Certificates for Company Shares not tendered or not accepted for payment are to be issued or returned to, any person(s) other than the signer of this Letter of Transmittal or if a check and, if appropriate, such Share Certificates are to be returned to any person(s) other than the person(s) signing this Letter of Transmittal or to an address other than that shown in this Letter of Transmittal, the appropriate boxes on this Letter of Transmittal must be completed.

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8. IRS Form W-9 or Form W-8. To avoid backup withholding, a tendering stockholder who is a “U.S. person” (see definition below under “Important Tax Information”) is required to provide the Depositary with a correct Taxpayer Identification Number (“TIN”) on the enclosed IRS Form W-9, and to certify, under penalties of perjury, that such number is correct and that such stockholder is not subject to backup withholding of federal income tax, and that such stockholder is a U.S. person (as defined for U.S. federal income tax purposes). Failure by a tendering stockholder who is a U.S. person to provide a properly completed and signed IRS Form W-9 may subject such tendering stockholder to federal income tax withholding on the payment of the purchase price of all Company Shares purchased from such stockholder.

Certain stockholders (including, among others, all corporations and certain foreign individuals and entities) may not be subject to backup withholding. Foreign stockholders should submit an appropriate and properly completed IRS Form W-8, which may be obtained from the Depositary, in order to avoid backup withholding. Such stockholders should consult a tax advisor to determine which IRS Form W-8 is appropriate.

9. Irregularities. All questions as to purchase price, the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of Company Shares will be determined by the Purchaser in its sole discretion, which determinations shall be final and binding on all parties. The Purchaser reserves the absolute right to reject any or all tenders of Company Shares it determines not to be in proper form or the acceptance of which or payment for which may, in the opinion of the Purchaser, be unlawful. The Purchaser also reserves the absolute right to waive any of the conditions of the Offer (other than the Minimum Condition (as defined in the Offer to Purchase)) which may only be waived with the consent of the Company and any defect or irregularity in the tender of any particular Company Shares, and the Purchaser’s interpretation of the terms of the Offer (including these instructions) will be final and binding on all parties. No tender of Company Shares will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Purchaser shall determine. None of the Purchaser, the Depositary, the Information Agent (as the foregoing are defined in the Offer to Purchase) or any other person is or will be obligated to give notice of any defects or irregularities in tenders and none of them will incur any liability for failure to give any such notice.

10. Requests for Additional Copies. Questions and requests for assistance or additional copies of the Offer to Purchase and this Letter of Transmittal should be directed to the Information Agent at the addresses and telephone numbers set forth below.

11. Lost, Destroyed or Stolen Certificates. If any Share Certificate representing Company Shares has been lost, destroyed or stolen, the stockholder should promptly notify the Transfer Agent at 1-(800) 356-2042. The stockholder will then be instructed as to the steps that must be taken in order to replace such Share Certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost or destroyed Share Certificates have been followed.

This Letter of Transmittal, properly completed and duly executed, together with Share Certificates representing Company Shares being tendered (or confirmation of book-entry transfer) and all other required documents, must be received before 12:00 midnight, New York City time, at the end of April 27, 2015, or the tendering stockholder must comply with the procedures for guaranteed delivery.

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IMPORTANT TAX INFORMATION

Under federal income tax law, a stockholder who is a “U.S. person” (as defined below) surrendering Company Shares must, unless an exemption applies, provide the Depositary (as payer) with the stockholder’s correct TIN on IRS Form W-9 included in this Letter of Transmittal. If the stockholder is an individual, the stockholder’s TIN is such stockholder’s Social Security Number. If the correct TIN is not provided, the stockholder may be subject to a $50.00 penalty imposed by the IRS and payments of cash to the stockholder (or other payee) pursuant to the Offer may be subject to backup withholding of a portion of all payments of the purchase price.

For purposes of these backup withholding rules, a “U.S. person” is any stockholder that is (i) an individual who is a citizen or resident of the United States, (ii) a partnership, corporation, company or association created or organized in or under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate (other than a foreign estate), or (iv) a domestic trust (as defined in Treasury Regulations section 301.7701-7). A “non-U.S. person” is any stockholder that is not a U.S. person.

Certain stockholders (including, among others, corporations and certain foreign individuals and entities) may not be subject to backup withholding and reporting requirements. Exempt U.S. persons should indicate their exempt status on IRS Form W-9 by checking the box marked “Exempt payee.” In order for an exempt foreign stockholder to avoid backup withholding, such person should complete, sign and submit an appropriate IRS Form W-8 signed under penalties of perjury, attesting to his or her exempt status. An IRS Form W-8 can be obtained from the Depositary. Such stockholders should consult a tax advisor to determine which IRS Form W-8 is appropriate. For further information concerning backup withholding and instructions for completing IRS Form W-9 (including how to obtain a TIN and how to complete IRS Form W-9 if Company Shares are held in more than one name), consult the instructions to the IRS Form W-9 enclosed in this Letter of Transmittal.

If backup withholding applies, the Depositary is required to withhold and pay over to the IRS a portion of any payment made to a stockholder. Backup withholding is not an additional tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained from the IRS.

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Form W-9

(Rev. December 2014)

Department of the Treasury

Internal Revenue Service

Request for Taxpayer

Identification Number and Certification

Give Form to the requester. Do not
send to the IRS.

Print or type

See

Specific Instructions

on page 2.

1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.

2 Business name/disregarded entity name, it different from above

3 Check appropriate box for federal tax classification; check only one of the following seven boxes:

4 Exemptions (codes apply only to
certain entities, not individuals; see
instructions on page 3):

Exempt payee code (if any)

Exemption from FATCA reporting
code (if any)

(Applies to accounts maintained
outside the U.S.)

^¨

Individual/sole proprietor
or single-member LLC

^¨

C Corporation

^¨

S Corporation

^¨

Partnership

^¨

Trust/estate

Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) u

Note. For a single-member LLC that is disregarded, do not check LLC; check the appropriate box in the line above for the
tax classification of the single-member owner.

^¨

Other (see instructions) u

5 Address (number, street, and apt. or suite no.)

Requester’s name and address (optional)

6 City, state, and ZIP code

7 List account number(s) here (optional)


Part I		Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.

Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for guidelines on whose number to enter.

Social security number

–

Employer identification number

–


Part II		Certification

Under penalties of perjury, I certify that:

The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and

I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and

I am a U.S. person (including a U.S. person (defined below); and

The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. (See the instructions on page 3.)


Sign Here		Signature of U.S. person u		Date u

General Instructions

Section references are to the Internal Revenue Code unless otherwise noted.

Future developments. Information about developments affecting Form W-9 (such as legislation enacted after we release it) is at www.irs.gov/fw9.

Purpose of Form

An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following:

— Form 1099-INT (interest earned or paid)

— Form 1099-DIV (dividends, including those from stocks or mutual funds)

— Form 1099-MISC (various types of income, prizes, awards, or gross proceeds)

— Form 1099-B (stock or mutual fund sales and certain other transactions by brokers)

— Form 1099-S (proceeds from real estate transactions)

— Form 1099-K (merchant card and third party network transactions)

— Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition)

— Form 1099-C (canceled debt)

— Form 1099-A (acquisition or abandonment of secured property)

Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN.

If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding? on page 2.

By signing the filled-out form, you:

1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

2. Certify that you are not subject to backup withholding, or

3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income, and

4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting? on page 2 for further information.


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Form W-9 (Rev. 12-2014)

Page 2

Note. If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

— An individual who is a U.S. citizen or U.S. resident alien;

— A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States;

— An estate (other than a foreign estate); or

— A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners’ share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income.

In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States:

— In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity;

— In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and

— In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:

1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

2. The treaty article addressing the income.

3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

4. The type and amount of income that qualifies for the exemption from tax.

5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233.

Backup Withholding

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 28% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third

VOLUNTARY CORPORATE ACTION COY:VTSS

party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester,

2. You do not certify your TIN when required (see the Part II instructions on page 3 for details),

3. The IRS tells the requester that you furnished an incorrect TIN,

4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding. See Exempt payee code on page 3 and the separate Instructions for the Requester of Form W-9 for more information.

Also see Special rules for partnerships above.

What is FATCA reporting?

The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code on page 3 and the Instructions for the Requester of Form W-9 for more information.

Updating Your Information

You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account; for example, if the grantor of a grantor trust dies.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Line 1

You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return.

If this Form W-9 is for a joint account, list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9.

a. Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name.

Note. ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040/1040A/1040EZ you filed with your application.

b. Sole proprietor or single-member LLC. Enter your individual name as shown on your 1040/1040A/1040EZ on line 1. You may enter your business, trade, or “doing business as” (DBA) name on line 2.

c. Partnership, LLC that is not a single-member LLC, C Corporation, or S Corporation. Enter the entity’s name as shown on the entity’s tax return on line 1 and any business, trade, or DBA name on line 2.

d. Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the

charter or other legal document creating the entity. You may enter any business, trade, or DBA name on line 2.

Form W-9 (Rev. 12-2014)

Page 3

e. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a “disregarded entity.” See Regulations section 301.7701-2(c)(2)(iii). Enter the owner’s name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner’s name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity’s name on line 2, “Business name/disregarded entity name.” If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN.

Line 2

If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2.

Line 3

Check the appropriate box in line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box in line 3.

Limited Liability Company (LLC). If the name on line 1 is an LLC treated as a partnership for U.S. federal tax purposes, check the “Limited Liability Company” box and enter “P” in the space provided. If the LLC has filed Form 8832 or 2553 to be taxed as a corporation, check the “Limited Liability Company” box and in the space provided enter “C” for C corporation or “S” for S corporation. If it is a single-member LLC that is a disregarded entity, do not check the “Limited Liability Company” box; instead check the first box in line 3 “Individual/sole proprietor or single-member LLC.”

Line 4, Exemptions

If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space in line 4 any code(s) that may apply to you.

Exempt payee code.

• Generally, individuals (including sole proprietors) are not exempt from backup withholding.

• Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends.

• Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions.

• Corporations are not exempt from backup withholding with respect to attorneys’ fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC.

The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4.

1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2)

2—The United States or any of its agencies or instrumentalities

3—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities

4—A foreign government or any of its political subdivisions, agencies, or instrumentalities

5—A corporation

6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession

7—A futures commission merchant registered with the Commodity Futures Trading Commission

8—A real estate investment trust

9—An entity registered at all times during the tax year under the Investment Company Act of 1940

10—A common trust fund operated by a bank under section 584(a)

11—A financial institution

12—A middleman known in the investment community as a nominee or custodian

13—A trust exempt from tax under section 664 or described in section 4947

The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13.


IF the payment is for . . .		THEN the payment is exempt for . . .
Interest and dividend payments		All exempt payees except for 7
Broker transactions		Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012.
Barter exchange transactions and patronage dividends		Exempt payees 1 through 4
Payments over $600 required to be reported and direct sales over $5,000¹		Generally, exempt payees 1 through 5²
Payments made in settlement of payment card or third party network transactions		Exempt payees 1 through 4

¹	See Form 1099-MISC, Miscellaneous Income, and its instructions.

However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency.

Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with “Not Applicable” (or any similar indication) written or printed on the line for a FATCA exemption code.

A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37)

B—The United States or any of its agencies or instrumentalities

C—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities

D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i)

E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i)

F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state

G—A real estate investment trust

H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940

I—A common trust fund as defined in section 584(a)

J—A bank as defined in section 581

K—A broker

L—A trust exempt from tax under section 664 or described in section 4947(a)(1)

M—A tax exempt trust under a section 403(b) plan or section 457(g) plan

Note. You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed.

Line 5

Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns.

Line 6

Enter your city, state, and ZIP code.

VOLUNTARY CORPORATE ACTION COY:VTSS

Form W-9 (Rev. 12-2014)

Page 4

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited Liability Company (LLC) on this page), enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.

Note. See the chart on page 4 for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting IRS.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note. Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8.

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if items 1, 4, or 5 below indicate otherwise.

For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code earlier.

Signature requirements. Complete the certification as indicated in items 1 through 5 below.

1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.

2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s

trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

What Name and Number To Give the Requester


	For this type of account:	Give name and SSN of:
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account ¹
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor ²
4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee ¹
	b. So-called trust account that is not a legal or valid trust under state law	The actual owner ¹
5.	Sole proprietorship or disregarded entity owned by an individual	The owner ³
6.	Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulations section 1.671-4(b)(2)(i) (A))	The grantor ^*
	For this type of account:	Give name and EIN of:
7.	Disregarded entity not owned by an individual	The owner
8.	A valid trust, estate, or pension trust	Legal entity⁴
9.	Corporation or LLC electing corporate status on Form 8832 or Form 2553	The corporation
10.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
11.	Partnership or multi-member LLC	The partnership
12.	A broker or registered nominee	The broker or nominee
13.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity
14.	Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulations section 1.671-4(b)(2)(i) (B))	The trust

VOLUNTARY CORPORATE ACTION COY:VTSS

Form W-9 (Rev. 12-2014)

Page 5

¹	List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.

²	Circle the minor’s name and furnish the minor’s SSN.

³	You must show your individual name and you may also enter your business or DBA name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.

4	List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 2.

*Note.

Grantor also must provide a Form W-9 to trustee of trust.

Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records from Identity Theft

Identity theft occurs when someone uses your personal information such as your name, SSN, or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

To reduce your risk:

• Protect your SSN,

• Ensure your employer is protecting your SSN, and

• Be careful when choosing a tax preparer.

If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.

If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet,

questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039.

For more information, see Publication 4535, Identity Theft Prevention and Victim Assistance.

Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: spam@uce.gov or contact them at www.ftc.gov/idtheft or 1-877-IDTHEFT (1-877-438-4338).

Visit IRS.gov to learn more about identity theft and how to reduce your risk.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.

VOLUNTARY CORPORATE ACTION COY:VTSS

The Depositary for the Offer is:

LOGO

If delivering by mail:

If delivering by overnight delivery:

Computershare

c/o Voluntary Corporate Actions

P.O. Box 43011

Providence, Rhode Island 02940-3011

Computershare

c/o Voluntary Corporate Actions

250 Royall Street, Suite V

Canton, Massachusetts 02021

By Facsimile:

(Eligible Institutions Only)

(617) 360-6810

Confirm Facsimile Receipt by telephone:

(781) 575-2332

Questions or requests for assistance may be directed to the Information Agent at the telephone numbers and address set forth below. Questions or requests for assistance or additional copies of the Offer to Purchase, this Letter of Transmittal and the Notice of Guaranteed Delivery may be directed to the Information Agent at the address and telephone numbers set forth below. Stockholders may also contact their broker, dealer, commercial bank or trust company for assistance concerning the Offer.

The Information Agent for the Offer is:

LOGO

437 Madison Avenue, 28th Floor

New York, New York 10022

Banks and Brokerage Firms, Please Call: (212) 297-0720

Stockholders and All Others, Call Toll Free: (877) 566-1922

Email: info@okapipartners.com

VOLUNTARY CORPORATE ACTION COY:VTSS

Exhibit (a)(1)(C)

NOTICE OF GUARANTEED DELIVERY

For Offer to Purchase All Outstanding Shares of Common Stock

Vitesse Acquisition Corporation

$5.28 NET PER SHARE

Pursuant to the Offer to Purchase dated March 31, 2015

LLIU100 Acquisition Corp.

a wholly owned subsidiary of

Microsemi Corporation

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY

TIME, AT THE END OF APRIL 27, 2015, UNLESS THE OFFER IS EXTENDED.

This Notice of Guaranteed Delivery, or one substantially in the form hereof, must be used to accept the Offer (as defined below) if (i) certificates representing shares of common stock, par value $0.01 per share (the “Company Shares”), of Vitesse Semiconductor Corporation, a Delaware corporation, are not immediately available, (ii) the procedure for book-entry transfer cannot be completed on a timely basis or (iii) time will not permit all required documents to reach Computershare (the “Depositary”) prior to the expiration of the Offer. This Notice of Guaranteed Delivery may be delivered by facsimile transmission or mailed to the Depositary. See Section 3 of the Offer to Purchase (as defined below).

The Depositary for the Offer is:

LOGO

If delivering by mail:

Computershare

c/o Voluntary Corporate Actions

P.O. Box 43011

Providence, Rhode Island 02940-3011

If delivering by overnight delivery:

Computershare

c/o Voluntary Corporate Actions

250 Royall Street, Suite V

Canton, MA 02021

By Facsimile:

(Eligible Institutions Only)

(617) 360-6810

Confirm Facsimile Receipt

by Telephone:

(781) 575-2332

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN “ELIGIBLE INSTITUTION” UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE APPROPRIATE LETTER OF TRANSMITTAL.

The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal or an Agent’s Message (as defined in the Offer to Purchase) and certificates for Company Shares (“Share Certificates”) to the Depositary within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution.

Ladies and Gentlemen:

The undersigned hereby tenders to LLIU100 Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Microsemi Corporation, a Delaware corporation, upon the terms and subject to the conditions set forth in the offer to purchase, dated March 31, 2015 (together with any amendments and supplements thereto, the “Offer to Purchase”), and the related Letter of Transmittal (such offer, the “Offer”), receipt of which is hereby acknowledged, the number of Company Shares specified below, pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Company Shares tendered by guaranteed delivery will be excluded from the calculation of the Minimum Condition (as defined in the Offer to Purchase), unless such Company Shares and other required information are received by the expiration date of the Offer by the Depositary.

Number of Company Shares and Share Certificate No(s): (if available)

¨	Check here if Company Shares will be tendered by book entry transfer.


DTC Account Number:


Dated:				, 2015


Name(s) of Record Holder(s):

(Please type or print)


Address(es):

Area Code and Tel. No.

(Daytime telephone number)


Signature(s):

GUARANTEE

(Not to be used for signature guarantee)

The undersigned, an Eligible Institution (defined in Section 3 of the Offer to Purchase), hereby (i) guarantees that the above named person(s) “own(s)” the Company Shares tendered hereby within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as amended, (ii) represents that the tender of Company Shares effected hereby complies with Rule 14e-4 under the Securities Exchange Act of 1934, as amended and (iii) guarantees delivery to the Depositary, at one of its addresses set forth above, of Share Certificates representing the Company Shares tendered hereby, in proper form for transfer, or a confirmation of a book-entry transfer of such Company Shares into the Depositary’s account at the Book-Entry Transfer Facility (defined in Section 2 of the Offer to Purchase), in either case together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof) or, in the case of a book-entry transfer, an Agent’s Message, together with any other documents required by the Letter of Transmittal, all within three (3) New York Stock Exchange trading days after the date hereof.


Name of Firm:


Address:

(Zip Code)


Area Code and Tel. No.:

(Authorized Signature)

Name:

(Please type or print)


Title:


Date:

NOTE:

DO NOT SEND SHARE CERTIFICATES FOR COMPANY SHARES WITH THIS NOTICE. SHARE CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

Exhibit (a)(1)(D)

Offer To Purchase For Cash

All Outstanding Shares of Common Stock

Vitesse Semiconductor Corporation

$5.28 NET PER SHARE

Pursuant to the Offer to Purchase dated March 31, 2015

LLIU100 Acquisition Corp.

a wholly owned subsidiary of

Microsemi Corporation

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY

TIME, AT THE END OF APRIL 27, 2015, UNLESS THE OFFER IS EXTENDED.

March 31, 2015

To Our Clients:

Enclosed for your consideration are the Offer to Purchase, dated March 31, 2015 (together with any amendments and supplements thereto, the “Offer to Purchase”), and the related Letter of Transmittal in connection with the offer (the “Offer”) by LLIU100 Acquisition Corp., a Delaware corporation (the “Purchaser”) and a wholly owned subsidiary of Microsemi Corporation, a Delaware corporation, to purchase all outstanding shares of common stock, par value $0.01 per share (the “Company Shares”), of Vitesse Semiconductor Corporation, a Delaware corporation, at a purchase price of $5.28 per Company Share, net to the tendering stockholder in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions of the Offer.

We or our nominees are the holder of record of the Company Shares held for your account. A tender of such Company Shares can be made only by us as the holder of record and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender the Company Shares held by us for your account.

We request instructions as to whether you wish us to tender any or all of the Company Shares held by us for your account, upon the terms and subject to the conditions set forth in the enclosed Offer to Purchase and Letter of Transmittal.

Please note carefully the following:

1. The offer price for the Offer is $5.28 per Company Share, net to you in cash, without interest and less any required withholding taxes.

2. The Offer is being made for all outstanding Company Shares.

3. The Offer and withdrawal rights will expire at the end of April 27, 2015, unless the Offer is extended by the Purchaser. Previously tendered Company Shares may be withdrawn at any time until the Offer has expired and, if the Purchaser has not accepted such Company Shares for payment by the end of May 29, 2015, such Company Shares may be withdrawn at any time after that date until the Purchaser accepts such Company Shares for payment.

4. The Offer is subject to certain conditions described in Section 15 of the Offer to Purchase.

5. Tendering stockholders who are registered stockholders or who tender their Company Shares directly to Computershare will not be obligated to pay any brokerage commissions or fees, solicitation fees, or, except as set forth in the Offer to Purchase and the Letter of Transmittal, stock transfer taxes on the Purchaser’s purchase of Company Shares pursuant to the Offer.

If you wish to have us tender any or all of your Company Shares, please so instruct us by completing, executing, detaching and returning to us the Instruction Form on the detachable part hereof. An envelope to return your instructions to us is enclosed. If you authorize tender of your Company Shares, all such Company Shares will be tendered unless otherwise specified on the Instruction Form.

Your prompt action is requested. Your Instruction Form should be forwarded to us in ample time to permit us to submit the tender on your behalf before the expiration of the Offer.

The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Company Shares in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction. In those jurisdictions where applicable laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of Purchaser by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by Purchaser.

INSTRUCTION FORM

With Respect to the Offer to Purchase for Cash

All Outstanding Shares of Common Stock

Vitesse Semiconductor Corporation

$5.28 NET PER SHARE

Pursuant to the Offer to Purchase dated March 31, 2015

LLIU100 Acquisition Corp.

a wholly owned subsidiary of

Microsemi Corporation

The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated March 31, 2015, and the related Letter of Transmittal, in connection with the offer (the “Offer”) by LLIU100 Acquisition Corp., a Delaware corporation (the “Purchaser”) and a wholly owned subsidiary of Microsemi Corporation, a Delaware corporation, to purchase all outstanding shares of common stock, par value $0.01 per share (the “Company Shares”), of Vitesse Semiconductor Corporation, a Delaware corporation, at a purchase price of $5.28 per Company Share, net to the tendering stockholder in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions of the Offer.

The undersigned hereby instruct(s) you to tender to the Purchaser the number of Company Shares indicated below or, if no number is indicated, all Company Shares held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer.

ACCOUNT NUMBER:

NUMBER OF COMPANY SHARES BEING TENDERED HEREBY: COMPANY SHARES*

The method of delivery of this document is at the election and risk of the tendering stockholder. If delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

*	Unless otherwise indicated, it will be assumed that all Company Shares held by us for your account are to be tendered.

Dated: , 2015

(Signature(s))

Please Print Name(s)


Address

Include Zip Code

Area Code and Telephone No.

Taxpayer Identification or Social Security No.

Exhibit (a)(1)(E)

Offer To Purchase For Cash

All Outstanding Shares of Common Stock

Vitesse Semiconductor Corporation

$5.28 NET PER SHARE

Pursuant to the Offer to Purchase dated March 31, 2015

LLIU100 Acquisition Corp.

a wholly owned subsidiary of

Microsemi Corporation

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY

TIME, AT THE END OF APRIL 27, 2015,

UNLESS THE OFFER IS EXTENDED.

March 31, 2015

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

We have been engaged by LLIU100 Acquisition Corp., a Delaware corporation (the “Purchaser”) and a wholly owned subsidiary of Microsemi Corporation, a Delaware corporation, to act as Information Agent in connection with the Purchaser’s offer to purchase (the “Offer”) all outstanding shares of common stock, par value $0.01 per share (the “Company Shares”), of Vitesse Semiconductor Corporation, a Delaware corporation (the “Company”), at a purchase price of $5.28 per Company Share, net to the tendering stockholder in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 31, 2015 (together with any amendments and supplements thereto, the “Offer to Purchase”), and the related Letter of Transmittal enclosed herewith.

For your information and for forwarding to your clients for whom you hold Company Shares registered in your name or in the name of your nominee, we are enclosing the following documents:

1. The Offer to Purchase;

2. The Letter of Transmittal for your use in accepting the Offer and tendering Company Shares and for the information of your clients, together with an IRS Form W-9 with instructions providing information relating to backup federal income tax withholding;

3. A notice of guaranteed delivery to be used to accept the Offer if the certificate(s) for the Company Shares (“Share Certificates”) and all other required documents cannot be delivered to Computershare (the “Depositary”) by the Expiration Date (as defined in the Offer to Purchase) or if the procedure for book-entry transfer cannot be completed by the Expiration Date (the “Notice of Guaranteed Delivery”);

4. A form of letter which may be sent to your clients for whose accounts you hold Company Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Offer;

5. The Company’s Solicitation/Recommendation Statement on Schedule 14D-9, dated March 31, 2015; and

6. A return envelope addressed to the Depositary for your use only.

Certain conditions to the Offer are described in Section 15 of the Offer to Purchase.

We urge you to contact your clients as promptly as possible. Please note that the Offer will expire at the end of April 27, 2015, unless the Offer is extended. Previously tendered Company Shares may be withdrawn at any time until the Offer has expired and, if the Purchaser has not accepted such Company Shares for payment by the end of May 29, 2015, such Company Shares may be withdrawn at any time after that date until the Purchaser accepts Company Shares for payment.

For Company Shares to be properly tendered pursuant to the Offer, (a) the Share Certificates or confirmation of receipt of such Company Shares under the procedure for book-entry transfer, together with a properly completed and duly executed Letter of Transmittal, including any required signature guarantees, or an “Agent’s Message” (as defined in the Offer to Purchase) in the case of book-entry transfer, and any other documents required in the Letter of Transmittal, must be timely received by the Depositary or (b) the tendering stockholder must comply with the guaranteed delivery procedures, all in accordance with the Offer to Purchase and Letter of Transmittal. You may gain some additional time by making use of the Notice of Guaranteed Delivery. Company Shares tendered by the Notice of Guaranteed Delivery will be excluded from the calculation of the Minimum Condition (as defined in the Offer to Purchaser), unless such Company Shares and other required documents are received by the Depositary by the Expiration Date.

The Purchaser will not pay any fees or commissions to any broker or dealer or other person (other than the Depositary and the Information Agent as described in the Offer to Purchase) for soliciting tenders of Company Shares pursuant to the Offer. The Purchaser will, however, upon request, reimburse brokers, dealers, commercial banks and trust companies for reasonable and necessary costs and expenses incurred by them in forwarding materials to their customers. The Purchaser will pay all stock transfer taxes applicable to its purchase of Company Shares pursuant to the Offer, subject to Instruction 6 of the Letter of Transmittal.

Any inquiries you may have with respect to the Offer should be addressed to, and additional copies of the enclosed materials may be obtained from, the Information Agent (as defined in the Offer to Purchase) or the undersigned at the addresses and telephone numbers set forth on the back cover of the Offer to Purchase.

Very truly yours,

Okapi Partners

Nothing contained herein or in the enclosed documents shall render you the agent of the Purchaser, the Information Agent or the Depositary or any affiliate of any of them or authorize you or any other person to use any document or make any statement on behalf of any of them in connection with the Offer other than the enclosed documents and the statements contained therein.

The Information Agent for the Offer is:

LOGO

437 Madison Avenue, 28^th Floor

New York, New York 10022

Banks and Brokerage Firms, Please Call: (212) 297-0720

Stockholders and All Others, Call Toll Free: (877) 566-1922

Email: info@okapipartners.com

Exhibit (a)(5)(B)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Company Shares (as defined below). The Offer (as defined below) is made only by the Offer to Purchase, dated March 31, 2015 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and the related Letter of Transmittal (as defined below) and any amendments or supplements thereto. The Offer is being made to all holders of Company Shares (as defined below). The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Company Shares in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. Purchaser (as defined below) may, in its discretion, take such action as it deems necessary to make the Offer to holders of Company Shares in any such state in compliance with such applicable laws. In those jurisdictions where applicable laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of Purchaser (as defined below) by one or more registered brokers or dealers licensed under the laws of such jurisdiction.

Notice of Offer to Purchase for Cash

All Outstanding Shares of Common Stock

Vitesse Semiconductor Corporation

$5.28 Net Per Share

LLIU100 Acquisition Corp.

a Wholly Owned Subsidiary

Microsemi Corporation

LLIU100 Acquisition Corp., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Microsemi Corporation, a Delaware corporation (“Parent”), offers to purchase all outstanding shares of common stock, par value $0.01 per share (the “Company Shares”), of Vitesse Semiconductor Corporation, a Delaware corporation (the “Company”), at a price of $5.28 per Company Share, net to the tendering stockholder in cash, without interest and less any required withholding taxes (the “Per Share Amount”), upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related letter of transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”).

THE OFFER SHALL REMAIN OPEN UNTIL 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF APRIL 27, 2015 UNLESS THE PERIOD OF TIME FOR WHICH THE OFFER IS OPEN SHALL HAVE BEEN EXTENDED.

The Offer is not subject to any financing condition. The Offer is conditioned upon, among other things, (i) there being validly tendered and not withdrawn prior to the Expiration Date (as defined below) at least that number of Company Shares when added to any Company Shares already owned by Parent or any of its controlled subsidiaries, if any, equal to a majority of the sum of (1) all then outstanding Company Shares plus (2) all Company Shares that the Company may be required to issue upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights with an exercise price below the price per Company Share payable in the Offer, including the Company’s outstanding Company RSUs and Company Stock Options (each as defined in the Offer to Purchase) (the “Minimum Condition”) and (ii) the termination or expiration of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act Condition”). The Offer is also subject to the other

conditions set forth in the Offer to Purchase. Purchaser may waive any or all of the conditions to its obligation to purchase Company Shares pursuant to the Offer (other than the Minimum Condition, which the Purchaser may not waive).

THE BOARD OF DIRECTORS OF VITESSE SEMICONDUCTOR CORPORATION UNANIMOUSLY RECOMMENDS THAT YOU TENDER ALL OF YOUR COMPANY SHARES INTO THE OFFER.

The Offer is being made pursuant to the Agreement and Plan of Merger, dated March 17, 2015 (as it may be amended or supplemented from time to time in accordance with its terms, the “Merger Agreement”), by and among Parent, Purchaser and the Company. The purpose of the Offer is to acquire for cash as many Company Shares as possible as a first step in acquiring control of, and the entire equity interest in, the Company. The Merger Agreement provides for the commencement of the Offer by Purchaser and further provides that, following the consummation of the Offer and subject to the satisfaction or waiver of the remaining conditions set forth in the Merger Agreement, Purchaser will merge with and into the Company (the “Merger”) with the Company continuing as the surviving corporation as a wholly owned subsidiary of Parent pursuant to Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”) and without a vote of the Company’s stockholders. At the effective time of the Merger, each Company Share outstanding (other than Company Shares directly owned by the Company and its subsidiaries, Parent or Purchaser, which will be canceled and shall cease to exist or Shares that are held by stockholders who properly demand appraisal in connection with the Merger as described in the Offer to Purchase) will be converted into the right to receive $5.28 (or any other per Company Share price paid in the Offer) net to the selling stockholder in cash, without interest and less any required withholding taxes. The Merger Agreement is more fully described in the Offer to Purchase.

After careful consideration, the Board of Directors of the Company has unanimously (i) determined that the Offer is fair to, and in the best interests of, the Company and its stockholders; (ii) adopted and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Offer and the Merger; (iii) subject to the terms of the Merger Agreement, resolved and agreed to recommend that holders of Company Shares accept the Offer and tender their Company Shares pursuant to the Offer; and (iv) resolved that the Merger Agreement and the Merger shall be governed by Section 251(h) of the DGCL and that the Merger shall be consummated as soon as practicable following the acceptance for payment of Company Shares tendered pursuant to the Offer .

For purposes of the Offer, Purchaser will be deemed to have accepted for payment, and thereby purchased, Company Shares validly tendered and not validly withdrawn as, if and when Purchaser gives oral or written notice to Computershare (the “Depositary”) of acceptance for payment of such Company Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Company Shares purchased pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from Purchaser and transmitting such payments to tendering stockholders whose Company Shares have been accepted for payment. In all cases, payment for Company Shares purchased pursuant to the Offer will be made only after timely receipt by the Depositary of (i) the certificates evidencing such Company Shares or confirmation of a book-entry transfer of such Company Shares into the Depositary’s account at the Book-Entry Transfer Facility (as defined in the Offer to Purchase) pursuant to the procedures set forth in the Offer to Purchase, (ii) the Letter of Transmittal, properly completed and duly executed, with any required signature guarantees or an Agent’s Message (as defined in the Offer to Purchase) and (iii) any other documents required by the Letter of Transmittal.

Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Under no circumstances will Parent or Purchaser pay interest on the purchase price for Shares by reason of any extension of the Offer or any delay in making such payment for Shares.

The term “Expiration Date” means 12:00 midnight, New York City time, at the end of April 27, 2015, unless Purchaser, in accordance with the Merger Agreement, extends the period during which the Offer is open, in which event the term “Expiration Date” means the latest time and date at which the Offer, as so extended, expires.

The Merger Agreement provides that, unless the Merger Agreement shall have been terminated in accordance with its terms, and subject to the conditions described in Section 1 of the Offer to Purchase, (i) the Purchaser will extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”) or its staff or the Nasdaq Stock Market that is applicable to the Offer, and (ii) if, on the initial Expiration Date or any subsequent date as of which the Offer is scheduled to expire, any tender offer condition is not satisfied and has not been waived or the Purchaser has not received financing as contemplated under the Merger Agreement, then the Purchaser will extend (and re-extend) the Offer and its expiration date beyond the initial Expiration Date or such subsequent date for successive extension periods of up to 10 business days each (each such extension period, an “Additional Offer Period”). In no event shall the Purchaser be required to extend the Offer beyond the “Outside Date” (which is defined in the Merger Agreement as July 17, 2015). Purchaser does not intend to provide for a subsequent offering period (as provided under Rule 14d-11 under the Exchange Act) following the Expiration Date.

Any extension of the Offer will be followed as promptly as practicable by a public announcement if required. Such announcement will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date, in accordance with the public announcement requirements of Rule 14e-1(d) of the Exchange Act. During any such extension, all Company Shares previously tendered and not validly withdrawn will remain subject to the Offer, subject to the rights of a tendering stockholder to withdraw such stockholder’s Company Shares. Company Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless previously accepted for payment pursuant to the Offer, may also be withdrawn at any time after May 29, 2015. For a withdrawal to be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of the Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Company Shares to be withdrawn, the number of Company Shares to be withdrawn and the name of the registered holder of such Company Shares, if different from that of the person who tendered such Company Shares. If share certificates evidencing Company Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such share certificates, the serial numbers shown on such share certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution (as defined in the Offer to Purchase), unless such Company Shares have been tendered for the account of an Eligible Institution. If Company Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in the Offer to Purchase, any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Company Shares. All questions as to validity, form, eligibility (including time of receipt) and acceptance for payment of any tendered Company Shares will be determined by Purchaser, in its sole discretion.

The receipt of cash for Company Shares in the Offer and the Merger will be a taxable transaction for United States federal income tax and may also be a taxable transaction under applicable state, local or foreign tax laws. For a description of certain material United States federal income tax consequences of the Offer and the Merger, see Section 5 of the Offer to Purchase.

The information required to be disclosed by Paragraph (d)(1) of Rule 14d-6 of the Exchange Act is contained in the Offer to Purchase and is incorporated herein by reference. The Company has provided Purchaser

with the Company’s stockholder list and security position listings for the purpose of disseminating the Offer to holders of Company Shares. The Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of Company Shares and will be furnished, for subsequent transmittal to beneficial owners of Company Shares, to banks, brokers and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing.

THE OFFER TO PURCHASE, THE LETTER OF TRANSMITTAL AND THE COMPANY’S SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 (WHICH CONTAINS THE RECOMMENDATION OF THE COMPANY BOARD AND THE REASONS THEREFOR) CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY IN THEIR ENTIRETY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER.

Questions or requests for assistance may be directed to the Information Agent (as defined below) at its address and telephone numbers set forth below. Requests for copies of the Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery may also be directed to the Information Agent as set forth below, and copies will be furnished promptly at Purchaser’s expense. Stockholders may also contact their broker, dealer, commercial bank or trust company for assistance concerning the Offer.

The Information Agent for the Offer is:

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437 Madison Avenue, 28th Floor

New York, New York 10022

Banks and Brokerage Firms, Please Call: (212) 297-0720

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March 31, 2015

Exhibit (a)(5)(E)

EFiled: Mar 23 2015 07:46PM EDT

Transaction ID 56962695

Case No. 10828-

LOGO

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE


JEFFERSON MATTOX, Individually and On Behalf of All Others Similarly		) )
Situated,		)
		)
Plaintiff,		) C.A. No.
		)
V.		)
		)
CHRISTOPHER R. GARDNER,		)
EDWARD ROGAS JR., MATTHEW		)
B. FREY, STEVEN P. HANSON,		)
JAMES H. HUGAR, SCOT B.		)
JARVIS, WILLIAM C. MARTIN,		)
KENNETH H. TRAUB,		)
MICROSEMI CORPORATION, and		)
LLIU100 ACQUISITION CORP.,		)
		)
Defendants.		)
		)

VERIFIED CLASS ACTION COMPLAINT

Plaintiff Jefferson Mattox (“Plaintiff”), by his undersigned attorneys, for this Verified Class Action Complaint against defendants, alleges upon personal knowledge with respect to himself, and upon information and belief based upon, inter alia, the investigation of counsel as to all other allegations herein, as follows:

NATURE OF THE ACTION

1. This is a class action brought on behalf of the public stockholders of Vitesse Semiconductor Corporation (“Vitesse” or the “Company”) against the members of Vitesse’s board of directors (the “Board” or the “Director Defendants”), alleging breaches of fiduciary duties in connection with the proposed acquisition (the “Acquisition”), announced on March 18, 2015, of Vitesse by Microsemi Corporation (“Microsemi”).

2. Vitesse (NASDAQ: VTSS) designs a diverse portfolio of high-performance semiconductors, application software, and integrated turnkey systems for carrier, enterprise, and Internet of Things networks worldwide. The Company’s headquarters are located in Camarillo, California.

3. On March 17, 2015, Vitesse, Microsemi, and LLIU100 Acquisition Corp. (“Merger Sub”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Microsemi will acquire all of the outstanding shares of Vitesse common stock through an all-cash tender offer at $5.28 per share. The Acquisition values Vitesse at a total of approximately $389 million in the aggregate.

4. The Director Defendants breached their fiduciary duties to Vitesse’s stockholders by agreeing to the Acquisition for inadequate consideration following a flawed process. In particular, at least one industry analyst has valued Vitesse’s stock at $6 per share, well above the $5.28 per share consideration guaranteed to stockholders if the Acquisition is approved. Further, the $5.28 per share consideration does not adequately account for the value and market potential of the merged entity, since Microsemi expects significant synergies from this transaction and expects to see immediate accretion in the first full quarter of completion.

5. The Director Defendants further breached their fiduciary duties by agreeing to overly restrictive deal protection measures. In particular, the Merger Agreement includes a “matching rights” provision giving Microsemi the right to match any competing offer, and a termination fee of $13.6 million that Vitesse would have to pay Microsemi to enter into a competing transaction agreement. These provisions act in concert to forestall other companies from mounting a topping bid.

6. Based on the Board’s breaches, Plaintiff seeks to enjoin the Acquisition or, alternatively, to rescind the Acquisition in the event that Defendants are able to consummate it.

JURISDICTION AND VENUE

7. The Court has personal jurisdiction over all parties to this action, and venue is proper in this Court. Plaintiff has consented to the jurisdiction of the Court; Vitesse and Merger Sub (a wholly-owned subsidiary of Microsemi) are Delaware corporations; Microsemi has purposefully directed its activities toward the forum state; and the Director Defendants are subject to the jurisdiction of this Court by virtue of being members of the Board. Moreover, the Board has adopted a bylaws provision providing for Delaware as the sole forum for adjudicating disputes such as this one.

PARTIES

8. Plaintiff is, and has been continuously throughout all times relevant hereto, the owner of Vitesse common stock.

9. Defendant Christopher R. Gardner (“Gardner”) has been the Company’s CEO since May 2006 and has served as a member of the Board since October 2006.

10. Defendant Edward Rogas Jr. (“Rogas”) has served as a member of the Board and has been the Company’s Chairman since 2006. Rogas also serves as a member of the Audit Committee and is a member of the Nominating and Governance Committee.

11. Defendant Matthew B. Frey (“Frey”) has served as a member of the Board since March 2013. Frey also serves as a member of the Nominating and Governance Committee.

12. Defendant Steven P. Hanson (“Hanson”) has served as a member of the Board since August 2007. Hanson also serves as the Chair of the Nominating and Governance Committee.

13. Defendant James H. Hugar (“Hugar”) has served as a member of the Board since October 2009. Hugar also serves as the Chair of the Audit Committee and is a member of the Compensation Committee.

14. Defendant Scot B. Jarvis (“Jarvis”) has served as a member of the Board and since May 2012. Jarvis also serves as a member of the Audit Committee and is the Chair of the Compensation Committee.

15. Defendant William C. Martin (“Martin”) has served as a member of the Board since August 2014. Martin also serves as a member of the Nominating and Governance Committee.

16. Defendant Kenneth H. Traub (“Traub”) has served as a member of the Board since March 2013. Frey also serves as a member of the Compensation Committee.

17. Defendants Gardner, Rogas, Frey, Hanson, Hugar, Jarvis, Martin, and Traub are referred to collectively as the “Board” or the “Director Defendants.”

18. Defendant Microsemi Corporation is a Delaware corporation with its corporate headquarters located at One Enterprise, Aliso Viejo, California 92656.

19. Defendant LLIU100 Acquisition Corp. is a Delaware corporation and a wholly-owned subsidiary of Microsemi that was formed for the sole purpose of effectuating the Acquisition.

20. Non-party Vitesse Semiconductor Corporation is a Delaware corporation headquartered at 4721 Calle Carga, Camarillo, California 93012. Incorporated in February 1987, Vitesse designs a diverse portfolio of high-performance semiconductors, application software, and integrated turnkey systems for carrier, enterprise, and Internet of Things networks worldwide.

CLASS ACTION ALLEGATIONS

21. Plaintiff brings this action as a class action under Court of Chancery Rule 23 on behalf of himself and all other stockholders of Vitesse, excluding Defendants and their relatives, representatives, and affiliates (the “Class”). This action is properly maintainable as a class action for the reasons set forth herein.

22. The Class is so numerous that joinder of all members is impracticable. As of March 13, 2015, as represented in the Merger Agreement, there were 69,201,370 shares of Vitesse stock outstanding, held by hundreds, if not thousands, of stockholders.

23. Questions of law and fact are common to the Class, including:

Whether the Director Defendants breached their fiduciary duties to the Class in connection with the proposed Acquisition;

Whether other Defendants have aided and abetted the Board’s breaches; and

Whether, as a result of the Director Defendants’ breaches, the Class will suffer irreparable harm.

24. Plaintiff’s claims are typical of those of the rest of the Class, and Plaintiff is not subject to any atypical claims or defenses.

25. Plaintiff is an adequate representative and will fairly represent the Class because he has the same interests as other Class members, is committed to prosecuting this action, has no conflicts of interest, and has retained competent counsel experienced in litigation of this nature.

26. The prosecution of separate actions by individual members of the Class would create the risk of inconsistent or varying adjudications that would establish incompatible standards of conduct for defendants, or adjudications that would, as a practical matter, be dispositive of the interests of individual members of the Class who are not parties to the adjudications or would substantially impair or impede those non-party Class members’ ability to protect their interests.

27. Defendants have acted, or refused to act, on grounds generally applicable to the Class as a whole, and are causing injury to the entire Class. Therefore, final injunctive relief on behalf of the Class is appropriate.

SUBSTANTIVE ALLEGATIONS

Vitesse’s History and Current Business

28. Vitesse is a semiconductor company that was founded in 1984 as Vitesse Electronics Corporation. In 1987, it was renamed and incorporated in Delaware as Vitesse Semiconductor Corporation. Vitesse designs a diverse portfolio of high-performance semiconductors, application software, and integrated turnkey systems for carrier, enterprise and Internet of Things (IoT) networks worldwide. The Company markets and sells its products directly to original equipment manufacturers and original design manufacturers, as well as through third-party electronic component distributors and manufacturing service providers.

29. In March 2011, Vitesse stock was approved for listing on the NASDAQ, and commenced trading under the symbol VTSS.

30. In recent years, Vitesse has closed several secondary public offerings (“SPOs”). In December 2012, Vitesse raised $17.1 million, net of offering costs, from an offering of 10.6 million shares at an offering price of $1.75 per share. In June 2013, Vitesse completed an additional secondary public offering of 18.72 million shares of common stock at an offering price of $2.15 per share, receiving net proceeds of approximately $37.4 million after underwriting discounts.

31. In June 2014, Vitesse closed another secondary offering of 8.5 million shares at an offering price of $3.35, for net proceeds of approximately $26.7 million.

32. Raging Capital Management (“Raging Capital”), the Company’s largest shareholder, purchased 1.6 million shares in the June 2014 offering, raising its stake in Vitesse to 14.3 million shares. Defendant Martin, the chairman and chief investment officer of Raging Capital, became a Vitesse director in August 2014. SEC filings show that Raging Capital owns 21 percent of Vitesse’s shares.

33. For each of the SPOs, Needham & Company, LLC acted as the sole book-running manager of the offering.

34. The Company used the proceeds of the SPOs to pay off debt and grow new lines of business. In October 2014, Vitesse repaid the outstanding principal of $32.8 million, plus accrued interest, on the Company’s convertible subordinated debentures, reducing the Company’s outstanding debt. Accordingly, interest expense on the outstanding debentures will be $0.3 million in fiscal year 2015, compared to interest expense of $4.4 million in 2014.

The Company Is Poised for Substantial Growth

35. With respect to the Company’s prospects, Vitesse has recently stated that it expects to enjoy substantial revenues from the vast new opportunities in developing markets.

36. Based on the Company’s most recent annual report, Vitesse took a big gamble and bet that Ethernet would become the dominant networking technology for the next decade, and that bet is just beginning to pay off. The Company has positioned itself to address extensive new opportunities, and their product portfolio’s lifetime revenue has increased to an estimated $1.5 billion, with less than 10% realized to date.

37. In the 2014 Annual Report, Vitesse noted that its new product revenues reached $50 million, growing 74% year-over-year. The Company continues to add hundreds of new customers each year, and increased new product design wins by over 50%.

38. Alluding to the fact that the Company has successfully reinvented itself in recent years and is poised for a leap in revenues, Defendant Gardner stated in his 2014 Annual Report letter to stockholders:

Over the past seven years, we have essentially build a successful start-up. Our new products are successful in ever expanding markets, our existing competitors are few, and the barriers to entry are high, in both investments dollars and years. We have crossed the hurdle of our legacy business decline, so our new product revenue growth is generating greater impact. We expect fiscal 2015 to be exciting and propel Vitesse on our path to exceptional performance and sustainable profitability.

39. Even more recently, in the Company’s press release on February 3, 2015 announcing results for the first quarter of fiscal year 2015, Vitesse continued to report its anticipated upward trajectory. Vitesse reported new product revenue of $16.2 million, representing 82% year-to-year growth.

40. Defendant Gardner stated: “Our expanded sales team dramatically increased both opportunities and design wins, more than doubling the number of new customers in the pipeline, setting us on pace for another record year. As Ethernet propagates into new markets, our total addressable market will triple from approximately $1 billion today to over $3 billion by 2020.”

41. And as stated by one of the Board members in a press release on August 26, 2014:

Vitesse has made significant progress in executing its strategy to re-position its business with a focus on emerging, high-growth Ethernet-based technologies, and new products now represent the majority of revenue. The Company has also significantly improved its balance sheet, giving it the financial flexibility to execute on a very attractive business model with high operating leverage. I believe Vitesse has reached an important inflection point that presents compelling opportunities to create significant shareholder value.

42. In short, the Company has invested time and money to reach its current position, where it is poised on the brink of generating significant revenue going forward.

Stockholder Activism Causes the Board to Pursue Alternatives

43. Notwithstanding Vitesse’s significant rise to prominence and promise for success, the Company has begun to receive pressure in 2012 from an activist investor known for agitating for corporate change.

44. Such stockholder activism is increasingly common in today’s market. Prominent financial news sources, including the Wall Street Journal, Forbes Magazine, Barron’s, and CNBC have all announced in recent years the arrival of a “Golden Age” of activist investing, through which investors apply pressure on corporate executives and boards of directors, including threats of public castigation and proxy fights, to induce specific actions by the company, which often include a forced sale.

45. The initial culprit here is Raging Capital Management, LLC (“Raging Capital”), a hedge fund that has developed a reputation of instigating corporate change at midsize companies for its own benefit.

46. In January 2014, for example, Raging Capital disclosed that it had increased its stake in Standard Register Co. and demanded representation on the board by individuals picked by Raging Capital.

47. In March 2015, after building up a major position in and pressuring the board of A. M. Castle & Co., Raging Capital announced that it had reached an agreement with the company under which two directors resigned, the board was increased by one, and three new directors chosen by Raging Capital were appointed to the board.

48. Here, on June 27, 2012, Raging Capital disclosed that it had acquired approximately 12.8% of Vitesse’s outstanding common stock as well as 8.00% Convertible Second Lien Debentures due 2014 (the “Debentures”).

49. Since at least June 2012, Raging Capital has been pushing for change at Vitesse.

50. On November 20, 2012, Raging Capital delivered a letter to the Company (the “Notice”) nominating Paul K. McWilliams and Kenneth H. Traub (together, the “Nominees”), as set forth therein, for election to the Board at the Company’s 2013 annual meeting of stockholders.

51. On November 27, 2012, Raging Capital delivered to Vitesse a letter requesting to inspect a complete list of the Company’s stockholders and certain other corporate records as permitted by applicable state law. Raging Capital openly admitted that the purpose of the letter was “to communicate with the Issuer’s stockholders in connection with the election of directors at the Annual Meeting and any other matters that may properly come before the Annual Meeting.” In effect, Raging Capital was threatening a proxy contest.

52. Meanwhile, Raging Capital continued to increase its holdings to approximately 20% of the Company’s outstanding shares of common stock.

53. After months of pressure, Raging Capital managed to get two nominees elected to Vitesse’s board in 2013.

54. And in 2014, Raging Capital’s Chairman, defendant Martin, was also appointed to the Board.

55. In response to Raging Capital’s activism, soon after another fund, Columbia Pacific Advisors, called on the company to explore a sale or breakup.

56. As a result, the Board, facing intense pressure, pursued a sale of the Company regardless of its standalone prospects.

The Proposed Acquisition of Vitesse by Microsemi

57. On March 17, 2015, Vitesse, Microsemi, and Merger Sub entered into the Merger Agreement, pursuant to which Microsemi will acquire all of the outstanding shares of Vitesse common stock through an all-cash tender offer at $5.28 per share.

58. The Acquisition values Vitesse at a total of approximately $389 million.

59. The Merger Agreement was unanimously approved by the Board.

60. Deutsche Bank and Needham & Company, LLC are acting as Vitesse’s financial advisors.

61. The Acquisition is expected to close during Microsemi’s fiscal third quarter, ending June 28, 2015.

62. Microsemi has received support agreements from Vitesse stockholders holding approximately 22% of Vitesse’s outstanding common shares, including from Raging Capital. Under the terms of the support agreements, these stockholders have agreed to tender their shares in the tender offer. Notably, given that Raging Capital currently owns approximately 20.9% of the Company’s outstanding stock, as per the Company’s most recent proxy statement.

The Acquisition Offers Inadequate Consideration

63. The Acquisition undervalues Vitesse to the detriment of Plaintiff and the Class.

64. The $5.28 per share Acquisition price is significantly less than the price of $6.00 per share at which at least one industry analyst has valued Vitesse’s stock.

65. Further, the $5.28 per share guaranteed consideration does not adequately value the vast market potential of the merged entity. Microsemi expects significant synergies from this transaction and expects to see immediate accretion in the first full quarter of completion.

66. Therefore, the Board agreed to inadequate consideration in breach of their fiduciary duties.

The Preclusive Deal Protection Measures

67. As part of the Merger Agreement, the Director Defendants agreed to certain onerous and unreasonable “deal protection” devices that operate conjunctively to make the Acquisition a fait accompli and preclude competing offers from emerging for the Company.

68. For example, should a bidder submit a competing proposal, the Company must notify Microsemi of the bidder’s identity and the terms of the bidder’s offer. Thereafter, should the Board determine to enter into a superior competing proposal, the Merger Agreement requires the Board to let Microsemi make a counter-offer so that the competing offer no longer constitutes a superior proposal.

69. Section 9.3(a) of the Merger Agreement also provides that Vitesse must pay Microsemi a termination fee of $13.6 million if the Company decides to pursue the competing offer, thereby essentially requiring that the competing bidder agree to pay a naked premium for the right to provide the stockholders with a superior offer.

70. These deal protection provisions unreasonably restrain the Board’s ability to maximize stockholder value by restricting the Board from pursuing better deals. Indeed, under the circumstances surrounding the Acquisition, the limited instances in which the Board can provide the stockholders with a superior offer are too narrowly circumscribed to provide an effective “fiduciary out” for the Director Defendants.

The Acquisition Resulted from Various Conflicts of Interest

71. The proposed Acquisition resulted from various conflicts of interest.

72. Among other things, the Director Defendants, as well as Vitesse executives, own substantial shares of Vitesse common stock that will vest and accelerate upon consummation of the Acquisition, thereby ensuring the Director Defendants a rich payday solely because of the Acquisition.

73. Defendant Martin, the chairman and chief investment officer of Raging Capital, became a Vitesse director in August 2014. SEC filings show that Raging Capital is the largest Vitesse shareholder, and holds 21% of Vitesse’s shares. Given the return on investment Raging Capital will already see given the stock’s rise since Raging Capital took a position in June 2012, the activist hedge fund is less concerned with maximizing value for the Company’s shareholders than it is in recording a profit on its investment.

74. Moreover, the Board hired a conflicted financial advisor in Needham & Company, who has provided substantial assistance to the Company in the past and, in connection therewith, has developed a close relationship with Vitesse’s management.

75. Needham & Company also has a longstanding relationship with Microsemi, having acted as Microsemi’s financial advisor in connection with its 2010 acquisition of White Electronic Designs Corporation.

76. These conflicts rendered both the Board and their advisor incapable of acting in the best interests of Vitesse’s stockholders.

CAUSES OF ACTION

COUNT I

Breach of Fiduciary Duties

(Against the Director Defendants)

77. Plaintiff repeats and realleges the preceding allegations as if fully set forth herein.

78. As members of the Company’s Board, the Director Defendants have fiduciary obligations to:

undertake an appropriate evaluation of Vitesse’s net worth as a merger/acquisition candidate;

take all appropriate steps to enhance Vitesse’s value and attractiveness as a merger/acquisition candidate;

act independently to protect the interests of the Company’s public stockholders;

adequately ensure that no conflicts of interest exist between the Director Defendants’ own interests and their fiduciary obligations, and, if such conflicts exist, to ensure that all conflicts are resolved in the best interests of Vitesse’s public stockholders; and

evaluate the Acquisition and engage in a meaningful auction with third parties in an attempt to obtain the best value on any sale of Vitesse.

79. The Director Defendants have breached their fiduciary duties to Plaintiff and the Class.

80. As alleged herein, the Director Defendants have initiated a process to sell Vitesse that undervalues the Company. In addition, by agreeing to the Acquisition, the Director Defendants have capped the price of Vitesse at a price that does not adequately reflect the Company’s true value. The Director Defendants also failed to sufficiently inform themselves of Vitesse’s value, or disregarded the true value of the Company. Furthermore, any alternate acquirer will be faced with engaging in discussions with a management team and Board that are committed to the Acquisition.

81. As such, unless the Director Defendants’ conduct is enjoined by the Court, they will continue to breach their fiduciary duties to Plaintiff and the other members of the Class, and will further a process that inhibits the maximization of stockholder value.

82. Plaintiff and the members of the Class have no adequate remedy at law.

COUNT II

Aiding and Abetting the Board’s Breaches of Fiduciary Duties

(Against Microsemi and Merger Sub)

83. Plaintiff repeats and realleges the preceding allegations as if fully set forth herein.

84. Defendants Microsemi and Merger Sub knowingly assisted the Director Defendants’ breaches of fiduciary duties in connection with the Acquisition, which, without such aid, would not have occurred. In connection with discussions regarding the Acquisition, Microsemi and Merger Sub obtained, sensitive, non-public information concerning Vitesse, and thus had unfair advantages that are enabling them to pursue the Acquisition, which offers unfair and inadequate consideration.

85. As a result of this conduct, Plaintiff and the other members of the Class have been and will be damaged in that they have been and will be prevented from obtaining fair consideration for their Vitesse shares.

86. Plaintiff and the members of the Class have no adequate remedy at law.

PRAYER FOR RELIEF

WHEREFORE, Plaintiff prays for judgment and relief as follows:

A. Ordering that this action may be maintained as a class action and certifying Plaintiff as the Class representative and Plaintiff’s counsel as Class counsel;

B. Preliminarily and permanently enjoining Defendants and all persons acting in concert with them from proceeding with, consummating, or closing the Acquisition;

C. In the event Defendants consummate the Acquisition, rescinding it and setting it aside or awarding rescissory damages to Plaintiff and the Class;

D. Directing Defendants to account to Plaintiff and the Class for their damages sustained because of the wrongs complained of herein;

E. Awarding Plaintiff the costs of this action, including reasonable allowance for Plaintiff’s attorneys’ and experts’ fees; and

F. Granting such other and further relief as the Court may deem just and proper.


				COOCH AND TAYLOR, P.A.

				/s/ Blake A. Bennett
				Blake A. Bennett (#5133)
				The Brandywine Building
				1000 West Street, 10^th Floor
				Wilmington, DE 19801
				(302) 984-3800
				Attorneys for Plaintiff

DATED: March 23, 2015

OF COUNSEL:

JOHNSON & WEAVER, LLP

W. Scott Holleman

99 Madison Avenue, 5th Floor

New York, NY 10016

(212) 602-1592

Exhibit (a)(5)(F)

EFiled: Mar 27 2015 11:52AM EDT

Transaction ID 56984995

Case No. 10841-

LOGO

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE


GEORGE GOWAN, individually and	)
on behalf of all others similarly situated,	)
	)
Plaintiff,	)
	)
v.	)	Civil Action No.
	)
VITESSE SEMICONDUCTOR CORP.,	)
CHRISTOPHER R. GARDNER,	)
EDWARD ROGAS JR., MATTHEW	)
B. FREY, STEVE P. HANSON,	)
JAMES H. HUGAR, SCOT JARVIS,	)
WILLIAM C. MARTIN, KENNETH H.	)
TRAUB, MICROSEMI CORP., and	)
LLIU 100 ACQUISITION CORP.,	)
	)
Defendants.	)

VERIFIED CLASS ACTION COMPLAINT

FOR BREACH OF FIDUCIARY DUTY

Plaintiff George Gowan (“Plaintiff”), by his attorneys, brings the following class action on behalf of himself and all other public stockholders of Vitesse Semiconductor Corp. (“Vitesse” or the “Company”), other than defendants and their affiliates, against Vitesse, the members of Vitesse’s Board of Directors (the “Board” or the “Individual Defendants”), Microsemi Corp. (“Microsemi”), and Microsemi’s wholly-owned subsidiary, LLIU 100 Acquisition Corp. (“Merger Sub”), for the Individual Defendants’ breaches of fiduciary duties arising out of their failure to maximize stockholder value in connection with the Proposed Transaction (defined herein). The allegations in this complaint are based upon information and belief, except for Plaintiff’s own acts, which are alleged on

personal knowledge.

NATURE OF THE ACTION

1. On March 18, 2015, the Company announced that it had signed a definitive agreement (the “Merger Agreement”) by which Microsemi, through Merger Sub, will commence a tender offer (the “Tender Offer”) to acquire all of the outstanding shares of Vitesse for $5.28 per share in cash (the “Proposed Transaction”). Under the terms of the Merger Agreement, Merger Sub will be merged with and into the Company and the Company will become a wholly-owned subsidiary of Microsemi. The Proposed Transaction is valued at approximately $389 million.

2. The Board members have breached their fiduciary duties by failing to maximize stockholder value in connection with the Proposed Transaction. The $5.28 per share consideration is inadequate in light of analyst opinion and the very recent performance of Vitesse’s stock. Indeed, according to Yahoo! Finance, at least one analyst has set a price target for the Company at $6.00 per share, representing a 12% premium to the price being offered by Microsemi.

3. Despite agreeing to the Proposed Transaction for inadequate consideration, the Individual Defendants have exacerbated their breaches of fiduciary duties by agreeing to unreasonable deal protection provisions that may unjustifiably hinder other bidders from making a successful competing offer for the Company.

4. Although the Merger Agreement contains a “go-shop” provision that allows the Company to solicit superior proposals, the go-shop period of twenty-one days will expire on April 7, 2015, an insufficient amount of time for a potential bidder to conduct due diligence and make an informed offer. Moreover, even if the Company were to receive and accept a superior bid, the topping bidder would still be required to pay a termination fee of up to $13.6 million in addition to any additional consideration, representing a substantial naked premium as compared to the price paid by Microsemi.

5. Following the expiration of the go-shop period on April 7, 2015, the Merger Agreement provides for: (i) a strict “no-solicitation” provision that prohibits the Company from soliciting other potential acquirers or from continuing existing discussions with potential acquirers; (ii) a provision that provides Microsemi with four (4) business days to match any competing proposal in the event one is made, and an additional three (3) business day period to negotiate after the Company has agreed to a superior proposal; and (iii) a provision that requires the Company to pay Microsemi a termination fee of either $6.8 million or $13.6 million (depending on the timing) in order to enter into a transaction with a superior bidder. These provisions unreasonably inhibit the Board’s ability to act with respect to investigating and pursuing superior proposals and alternatives, including a sale of all or part of Vitesse.

6. Microsemi expects to commence the Tender Offer no later than March 31, 2015, and will remain open for at least 20 business days. The Tender Offer provides that the number of shares of Vitesse common stock that have to be validly tendered, together with the shares then owned by Microsemi and Merger Sub at the expiration date of the Tender Offer, if any, must represent at least a majority of the then-outstanding shares of Vitesse common stock as of the expiration date or at the time and date to which the Tender Offer has been extended. The Tender Offer is not subject to any financing condition, and is expected to close by the end of Microsemi’s third quarter, ending June 28, 2015.

7. In conjunction with the execution of the Merger Agreement, the Individual Defendants and one major stockholder, Raging Capital Master Fund, Ltd. (of which Individual Defendant William C. Martin (“Martin”) is the chairman and Chief Investment Officer) (the “Major Stockholders”), entered into a tender and support agreement (the “Support Agreement”) with Microsemi and Merger Sub. The Major Stockholders own approximately 22% of the Company’s outstanding common stock as of the date of the Merger Agreement. The Support Agreement provides that the Major Stockholders must tender their shares of Company common stock in favor of the Proposed Transaction, take certain other actions in furtherance of the Proposed Transaction, and to not vote any of their shares in favor of an alternative acquisition proposal from a third party bidder.

8. The Individual Defendants have agreed to the Proposed Transaction because, in addition to any lucrative change-of-control payments they will receive, it secures their continued employment in the surviving corporation. Under the terms of the Merger Agreement, the entire Board and executive officers of the Company will continue to be officers and directors of the surviving corporation.

9. The Individual Defendants have breached their fiduciary duties and Microsemi and Merger Sub have aided and abetted such breaches by Vitesse’s officers and directors. Plaintiff seeks to enjoin the Proposed Transaction unless and/or until defendants cure their breaches of fiduciary duties, and/or recover damages resulting from defendants’ violations of their fiduciary duties.

PARTIES

10. Plaintiff is, and has been at all relevant times, the owner of shares of common stock of Vitesse.

11. Defendant Vitesse is a corporation organized and existing under the laws of the State of Delaware. It maintains its principal executive offices at 4721 Calle Carga, Camarillo, California 93012. Vitesse designs, develops, and markets various semiconductor products for carrier and enterprise networking applications worldwide.

12. Defendant Christopher R. Gardner (“Gardner”) has served as the Company’s Chief Executive Officer (“CEO”) since May 2006 and as a member of the Board since October 2006. Defendant Gardner entered into the Support Agreement to tender all of the shares he owns or controls in favor of the Proposed Transaction.

13. Defendant Edward Rogas Jr. (“Rogas”) has been a director and the Chairman of the Board since 2006. Defendant Rogas entered into the Support Agreement to tender all of the shares he owns or controls in favor of the Proposed Transaction.

14. Defendant Matthew B. Frey (“Frey”) has been a director of the Company since March 2013. Defendant Frey entered into the Support Agreement to tender all of the shares he owns or controls in favor of the Proposed Transaction.

15. Defendant Steve P. Hanson (“Hanson”) has been a director of the Company since August 2007. Defendant Hanson entered into the Support Agreement to tender all of the shares he owns or controls in favor of the Proposed Transaction.

16. Defendant James H. Hugar (“Hugar”) has been a director of the Company since October 2009. Defendant Hugar entered into the Support Agreement to tender all of the shares he owns or controls in favor of the Proposed Transaction.

17. Defendant Scot Jarvis (“Jarvis”) has been a director of the Company since May 2012. Defendant Jarvis entered into the Support Agreement to tender all of the shares he owns or controls in favor of the Proposed Transaction.

18. Defendant Martin has been a director of the Company since August 2014. Defendant Martin entered into the Support Agreement to tender all of the shares he owns or controls in favor of the Proposed Transaction. In addition, Martin is the chairman and Chief Investment Officer of Raging Capital Master Fund, Ltd., which has also entered into the Support Agreement.

19. Defendant Kenneth H. Traub (“Traub”) has been a director of the Company since March 2013. Defendant Traub entered into the Support Agreement to tender all of the shares he owns or controls in favor of the Proposed Transaction.

20. Defendants referenced in paragraphs twelve through nineteen are collectively referred to as the “Individual Defendants” and/or the “Board.”

21. Defendant Microsemi is a Delaware corporation with its headquarters located at One Enterprise, Aliso Viejo, California 92656. Microsemi designs, manufactures, and markets analog and mixed-signal semiconductor solutions in the United States, Europe, and Asia.

22. Defendant Merger Sub is a Delaware corporation and wholly-owned subsidiary of Microsemi that was created for the purposes of effectuating the Proposed Transaction.

CLASS ACTION ALLEGATIONS

23. Plaintiff brings this action as a class action, pursuant to Court of Chancery Rule 23, on behalf of owners of Vitesse common stock (the “Class”). Excluded from the Class are defendants and their affiliates, immediate families, legal representatives, heirs, successors or assigns, and any entity in which defendants have or had a controlling interest.

24. This action is properly maintainable as a class action.

25. The Class is so numerous that joinder of all members is impracticable. Although the exact number of Class members is unknown to Plaintiff at this time and can only be ascertained through discovery, Plaintiff believes that there are thousands of members in the Class. According to the Merger Agreement, as of March 13, 2015, the Company had 69.21 million shares of outstanding common stock.

26. Questions of law and fact are common to the Class, including, inter alia, the following:

(i) Whether the Individual Defendants breached their fiduciary duties with respect to Plaintiff and the other members of the Class in connection with the Proposed Transaction;

(ii) Whether Plaintiff and the other members of the Class would be irreparably harmed were the transactions complained of herein consummated;

(iii) Whether Vitesse, Microsemi, and Merger Sub aided and abetted the Individual Defendants’ breaches of fiduciary duties; and

(iv) Whether the Class is entitled to injunctive relief or damages as a result of defendants’ wrongful conduct.

27. Plaintiff is committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. Plaintiff’s claims are typical of the claims of the other members of the Class and Plaintiff has the same interests as the other members of the Class. Accordingly, Plaintiff is an adequate representative of the Class and will fairly and adequately protect the interests of the Class.

28. The prosecution of separate actions by individual members of the Class would create the risk of inconsistent or varying adjudications with respect to individual members of the Class that would establish incompatible standards of conduct for defendants, or adjudications with respect to individual members of the Class that would, as a practical matter, be dispositive of the interests of the other members not parties to the adjudications or substantially impair or impede their ability to protect their interests.

29. Defendants have acted, or refused to act, on grounds generally applicable, and are causing injury to the Class and, therefore, final injunctive relief on behalf of the Class as a whole is appropriate.

FURTHER SUBSTANTIVE ALLEGATIONS

30. Vitesse designs, develops, and markets various semiconductor products for carrier and enterprise networking applications worldwide. The Company markets and sells its products directly to original equipment manufacturers and original design manufacturers, as well as through third-party electronic component distributors and manufacturing service providers. Vitesse was founded in 1984 and is headquartered in Camarillo, California. The Company has been growing rapidly. In fiscal year 2014, the Company reported $1.14 billion in revenue. In fact, its revenue has doubled in the last five years.

Summary of the Proposed Transaction

31. In a press release dated March 18, 2015, the Company announced that it had entered into the Merger Agreement with Microsemi, pursuant to which Microsemi, through Merger Sub, will commence the Tender Offer to acquire all of the outstanding shares of Vitesse for a purchase price of $5.28 per share in cash.

32. The terms of the Proposed Transaction provide that Merger Sub has agreed to commence the Tender Offer no later than March 31, 2015. The number of shares of Vitesse common stock that have to be validly tendered, together with the shares beneficially owned by Microsemi and Merger Sub, if any, must represent at least a majority of all then outstanding shares of Vitesse common stock prior to the expiration of the Tender Offer, which is on the twentieth (20th) business day following commencement of the Tender Offer or at the time and date to which the Tender Offer has been extended.

33. Any Company stock option that is outstanding, whether vested or unvested, will immediately vest and cancel in exchange for a cash payment equal to the product of the total number of shares previously subject to the Company option and the excess, if any, of the Merger Consideration over the exercise price per share previously subject to such Company option.

34. Following successful completion of the Proposed Transaction, Merger Sub will merge with and into the Company with the Company becoming a wholly-owned subsidiary of Microsemi.

35. The Tender Offer is conditioned upon the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in the United States and other customary conditions. The Tender Offer is not subject to any financing condition.

The Proposed Transaction Fails to Maximize Stockholder Value

36. The Proposed Transaction consideration is inadequate and significantly undervalues the Company. Microsemi is seeking to acquire the Company at the most opportune time, at a time when the Company is positioned for substantial growth.

37. The Proposed Transaction consideration fails to adequately compensate Vitesse’s stockholders for the significant synergies created by the Proposed Transaction.

38. In the March 18, 2015 press release announcing the Proposed Transaction, Individual Defendant Gardner noted the benefit of the synergies as a result of the Proposed Transaction:

The proposed acquisition of Vitesse by Microsemi will create a powerful combination . . . . I believe Microsemi will be able to leverage Vitesse’s Ethernet technology and capabilities further into the communications market and has the scale to implement the adoption of our industrial IoT strategy.

39. In the same press release, Microsemi noted that, due to synergies from the Proposed Transaction, it expects to see immediate accretion in the first full quarter of completion. In total, Microsemi expects the acquisition to be $0.16 to $0.20 per share accretive in the first fiscal year ending September 30, 2016.

40. The Board’s decision to sell the Company for inadequate consideration both fails to maximize stockholder value and deprives the Company’s stockholders of their ability to reap the benefits of Vitesse’s promising long-term financial returns.

41. The Proposed Transaction gives Microsemi access to Vitesse’s suite of solutions and customer pipeline. In fact, according to Yahoo! Finance, at least one analyst has set a price target for the Company at $6 per share, representing a 12% premium to the price being offered by Microsemi.

42. Indeed, some analysts that follow the Company believe the consideration is inadequate. In an online article published by Barron’s, analysts with Ascendiant Capital Markets believed the $389 million offer is low, expecting a “moderately higher premium, more in-line with the growth opportunities ahead.”

43. Given the value and potential value of the Company’s pipeline of customers, the Board failed to maximize stockholder value.

44. The Board’s decision to sell the Company for inadequate consideration both fails to maximize stockholder value and deprives the Company’s stockholders of their ability to reap the benefits of Vitesse’s promising long-term financial returns.

The Unreasonable Deal Protection Provisions

45. In addition, as part of the Merger Agreement, despite the inadequate consideration, defendants agreed to certain terms that may inhibit other bidders from coming forward with a superior offer.

46. Section 7.3(a) of the Merger Agreement contains a “go-shop” provision that allows the Company to solicit other acquisition proposals until April 7, 2015. Even if the Company were to accept a superior proposal during the go-shop period, however, the competing bidder will still need to compensate for a “termination fee” of (i) $6.8 million if the agreement is entered into three (3) full

business days prior to the initial expiration date of the Tender Offer, or (ii) $13.6 million if such termination occurs thereafter. This provision significantly waters down the positive effect of a go-shop window, as any potential suitor will have to pay a substantial termination fee in addition to any additional consideration.

47. Following the go-shop period, Section 7.3(b) of the Merger Agreement includes a “no solicitation” provision barring the Company from soliciting interest from other potential acquirers after the expiration of the go-shop period in order to procure a price in excess of the amount offered by Microsemi. This Section also requires that the Company terminate any and all discussions with other potential acquirers.

48. Pursuant to Section 7.3(c) of the Merger Agreement, should an unsolicited bidder submit a competing proposal, the Company must notify Microsemi of the bidder’s identity and the terms of the bidder’s offer and grant Microsemi four (4) business days to negotiate with the Company to amend the Merger Agreement so that the third party’s proposal is no longer a superior offer. Additionally, if the Company thereafter agrees to enter into the superior acquisition proposal with the other bidder, Microsemi will be provided with the written agreement and concomitant terms and conditions of the superior offer and have an additional three (3) business days with which to negotiate with the Company and amend the Merger Agreement.

49. Section 9.3 of the Merger Agreement also provides that a termination fee of $13.6 million must be paid to Microsemi by Vitesse if the Company decides to pursue a competing offer after the expiration of the go-shop period.

The Individual Defendants’ Self-Interest in the Proposed Transaction

50. Compounding their breaches of fiduciary duties, the Individual Defendants will profit substantially from the Proposed Transaction.

51. Section 3.5 of the Merger Agreement states that the officers of the Company shall be the initial officers of the surviving corporation, and remain officers until their respective successors are duly elected or appointed, resignation, or removal. Further, the Proposed Transaction will allow the Individual Defendants to collect any change-of-control benefits (including, but not limited to, the vesting of stock options and any restricted stock awards).

52. For this reason, the Individual Defendants entered into the Support Agreement. The Support Agreement provides that the Major Stockholders (the Individual Defendants and Raging Capital Master Fund, Ltd., which is controlled by Individual Defendant Martin), who control 22% of the outstanding shares, have agreed to tender their shares of Company common stock in favor of the Proposed Transaction, take certain other actions in furtherance of the Proposed Transaction, and to not vote any of their shares in favor of an alternative acquisition proposal from a third party bidder. Together, the Major Stockholders, Microsemi, and Merger Sub hold approximately 23.5% of the outstanding shares of the Company.

53. Accordingly, Plaintiff seeks injunctive and other equitable relief to prevent the irreparable injury that Company stockholders will continue to suffer absent judicial intervention.

COUNT I

Breach of Fiduciary Duties

(Against All Individual Defendants)

54. Plaintiff repeats all previous allegations as if set forth in full herein.

55. The Individual Defendants have breached their fiduciary duties owed to the stockholders of Vitesse because, among other reasons:

(a) They agreed to the Proposed Transaction for inadequate consideration;

(b) They failed to properly value Vitesse; and

(c) They failed to maximize stockholder value and agreed to deal protection provisions that may inhibit other bidders from coming forward with a superior offer.

56. As a result of the Individual Defendants’ breaches of their fiduciary duties, Plaintiff and the Class will suffer irreparable injury in that they have not and will not receive their fair portion of the value of Vitesse’s assets and will be prevented from benefiting from a value-maximizing transaction.

57. Unless enjoined by this Court, the Individual Defendants will continue to breach their fiduciary duties owed to Plaintiff and the Class, and may consummate the Proposed Transaction, to the irreparable harm of the Class.

58. Plaintiff and the Class have no adequate remedy at law.

COUNT II

Aiding and Abetting the Board’s Breaches of Fiduciary Duties

(Against Vitesse, Microsemi, and Merger Sub)

59. Plaintiff repeats all previous allegations as if set forth in full herein.

60. As alleged above, defendants Vitesse, Microsemi, and Merger Sub have aided and abetted the Individual Defendants’ breaches of fiduciary duties. Defendants Vitesse, Microsemi, and Merger Sub knowingly assisted the Individual Defendants’ breaches of fiduciary duties in connection with the Proposed Transaction, which, without such aid, would not have occurred. In connection with discussions regarding the Proposed Transaction, Vitesse provided, and Microsemi and Merger Sub obtained, sensitive non-public information concerning Vitesse and thus had unfair advantages that are enabling it to pursue the Proposed Transaction, which offers unfair and inadequate consideration.

61. As a result, Plaintiff and the Class members are being harmed.

62. Plaintiff and the Class have no adequate remedy at law.

PRAYER FOR RELIEF

WHEREFORE, Plaintiff demands judgment against defendants jointly and severally, as follows:

(a) Declaring this action to be a class action and certifying Plaintiff as the Class representative and his counsel as Class counsel;

(b) Enjoining, preliminarily and permanently, the Proposed Transaction;

(c) In the event that the Proposed Transaction is consummated prior to the entry of this Court’s final judgment, rescinding it or awarding Plaintiff and the Class rescissory damages;

(d) Directing that defendants account to Plaintiff and the other members of the Class for all damages caused by them and account for all profits and any special benefits obtained as a result of their breaches of their fiduciary duties;

(e) Awarding Plaintiff the costs of this action, including a reasonable allowance for the fees and expenses of Plaintiff’s attorneys and experts; and

(f) Granting Plaintiff and the other members of the Class such further relief as the Court deems just and proper.


Dated: March 27, 2015		RIGRODSKY & LONG, P.A.

	By:	/s/ Brian D. Long
OF COUNSEL:		Seth D. Rigrodsky (#3147)
		Brian D. Long (#4347)
LEVI & KORSINSKY, LLP		Gina M. Serra (#5387)
Donald J. Enright		Jeremy J. Riley (#5791)
1101 30th Street, N.W.,		2 Righter Parkway, Suite 120
Suite 115		Wilmington, DE 19803
Washington, DC 20007		(302) 295-5310
(202) 524-4290
		Attorneys for Plaintiff

Exhibit (a)(5)(G)


		EFiled: Mar 30 2015 03:53PM EDT
		Transaction ID 56995153
		Case No. 10853-
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE


BERNARD MCGOEY, individually	)
and on behalf of all others similarly	)
situated,	)
	)
Plaintiff,	)
	)
v.	)	Civil Action No:
	)
CHRISTOPHER GARDNER,	)
EDWARD ROGAS, JR., MATTHEW	)
FREY, STEVEN P. HANSON, JAMES	)
HUGAR, SCOT JARVIS, WILLIAM	)
C. MARTIN, KENNETH H. TRAUB,	)
MICROSEMI CORPORATION, and	)
LLIU 100 ACQUISITION CORP.,	)
	)
Defendants.	)

VERIFIED CLASS ACTION COMPLAINT

_{Plaintiff Bernard McGoey (“Plaintiff”), on behalf of himself and
all others similarly situated, by and through his attorneys, alleges the following upon information and belief, including the investigation of counsel and review of publicly-available information (including, among other things, materials filed with
the United States Securities and Exchange Commission (“SEC”)), except as to those allegations pertaining to Plaintiff, which are alleged upon personal knowledge:}

SUMMARY OF THE ACTION

_{1. This is a stockholder
class action brought by Plaintiff on behalf of himself and the other public stockholders of Vitesse Semiconductor Corporation (“Vitesse” or the “Company”) against the members of Vitesse’s Board of Directors (the
“Board”), Microsemi Corporation (“Microsemi”), and LLIU100 Acquisition Corp. (“Merger Sub”) arising out of their agreement to purse a proposed transaction whereby Merger Sub will acquire all of the outstanding shares of
Vitesse common stock in an all-cash transaction valued at approximately $389 million (the “Proposed Transaction”).}

_{2. On March 17, 2015,
Vitesse entered into an agreement and plan of merger (the “Merger Agreement”), whereby Merger Sub will commence a cash tender offer no later than March 31, 2105 (the “Tender Offer”) to acquire all outstanding shares of
Vitesse’s common stock at a purchase price of $5.28 per share (the “Offer Price”).}

_{3. Upon consummation of the Proposed Transaction, expected to close by the end of June 2015, Vitesse will become a wholly-owned subsidiary of
Microsemi.}

_{4. The
Board unanimously approved the Offer Price as fair and advisable to Vitesse’s stockholders, unanimously approved the Proposed Transaction under the terms and conditions contained in the Merger Agreement, agreed to tender their}

_{shares in the Tender Offer pursuant to the Tender and Support Agreement entered into in connection with the Proposed Transaction (the
“Support Agreement”), and recommended that the Vitesse’s stockholders also tender their shares at the Offer Price.}

_{5. The Proposed Transaction
is the product of a flawed and potentially conflicted process designed to ensure the sale of Vitesse to Microsemi at a price substantially below the fair and inherent value of Vitesse under terms and conditions preferential to Microsemi, but
detrimental to Vitesse’s public stockholders. Moreover, Vitesse has been the target of activist investor pressure to pursue a sale of the Company for several years, and ultimately caved in to such pressure from activist hedge fund Raging
Capital Management, LLC (“Raging Capital”) and its affiliates, and named two of Raging Capital’s designees to the Company’s Board, giving them greater access and influence to pursue a potential sale. In addition, as further
detailed below, Vitesse hired a conflicted financial advisor, Needham & Company, LLC (“Needham”).}

_{6. In approving the Proposed
Transaction and recommending that Vitesse’s stockholders approve the Proposed Transaction, each of the defendants has violated applicable law by directly breaching and/or aiding and abetting breaches of fiduciary duties of loyalty and due care
owed to plaintiff and the proposed Class.}

^{7. Plaintiff seeks,} ^{inter alia}^{, to enjoin consummation of the Proposed Transaction. In the event that the Proposed
Transaction is consummated, Plaintiff seeks to rescind it.}

PARTIES

^{8. Plaintiff is, and has been at
all relevant times, the owner of shares of Vitesse common stock.}

^{9. Defendant Christopher Gardner
(“Gardner”) was appointed Vitesse’s Chief Executive Officer (“CEO”) in May 2006, and later that year (October 2006) was named a director of the Company.}

^{10. Defendant Edward Rogas, Jr.
(“Rogas”) has served as a director and Chairman of the Board since 2006. Rogas is a member of the Audit Committee and the Nominating and Governance Committee.}

^{11. Defendant Matthew Frey (“Frey”)
is a member of the Board and a member of the Nominating and Governance Committee.}

^{12. Defendant Steven P. Hanson (“Hanson”) has served as a director since August 2007 and is the Chair of the Nominating and a member of the Governance
Committee.}

^{13. Defendant James H.
Hugar (“Hugar”) has served as a member of the Board since October 2009. Hugar is a member of the Audit Committee and the Compensation Committee.}

^{14. Defendant Scot Jarvis
(“Jarvis”) is a member of the Board. Jarvis is a member of the Audit Committee and is Chair of the Compensation Committee.}

^{15. Defendant William C. Martin
(“Martin”) is a member of the Board and is a member of the Nominating and Governance Committee. Martin is currently the Chairman and Chief Investment Officer (“CIO”) of Raging Capital, a private investment partnership based near
Princeton, New Jersey. Raging Capital Master Fund, Ltd. is an affiliate of Raging Capital and holds approximately 14,321,127 shares of Vitesse that are subject to the Support Agreement.}

^{16. Defendant Kenneth H. Traub
(“Traub”) is a member of the Board and is a member of the Compensation Committee.}

^{17. Defendants Gardner, Rogas, Frey, Hanson, Hugar, Jarvis, Martin, and Traub are collectively referred to herein as the “Individual Defendants” or the
“Board.”}

^{18. Defendant
Microsemi (NASDAQ: MSCC) is a Delaware corporation that is headquartered in Aliso Viejo, California. Microsemi offers a comprehensive portfolio of semiconductor and system solutions for communications, defense & security, aerospace and
industrial markets. Its products include high-performance and radiation-hardened analog mixed-signal integrated circuits, FPGAs, SoCs, and ASICs; power management products; timing and synchronization devices and precise time solutions, setting the
world’s}

^{standard for time; voice processing devices; RF solutions; discrete components; security technologies and scalable anti-tamper products;
Power-over-Ethernet ICs and midspans; as well as custom design capabilities and services.}

^{19. Defendant Merger Sub is a Delaware corporation and a wholly-owned subsidiary of Microsemi.}

THE INDIVIDUAL DEFENDANTS’ FIDUCIARY DUTIES

^{20. The Individual Defendants, as officers
and/or directors of Vitesse, stand in a fiduciary relationship to Plaintiff and Vitesse’s other public stockholders and owe them the highest fiduciary obligations of good faith, due care, and loyalty.}

^{21. To diligently comply with their fiduciary
duties, the Individual Defendants may not take any action that:}

^{(a) adversely affects the value provided to
Vitesse’s public stockholders;}

^{(b) favors themselves or will discourage or
inhibit alternative offers to purchase control of Vitesse or its assets;}

^{(c) adversely affects their duty to search for and secure the best value reasonably available under the circumstances for Vitesse’s public stockholders; and/or}

^{(d) will provide the Individual
Defendants with preferential treatment at the expense of, or separate from, Vitesse’s public stockholders.}

^{22. In accordance with their duties of
loyalty and good faith, the Individual Defendants are obligated to refrain from:}

^{(a) participating in any transaction where the Individual Defendants’ loyalties are divided;}

^{(b) participating in any transaction where
the Individual Defendants receive, or are entitled to receive, a personal financial benefit not equally shared by Vitesse’s public stockholders; and/or}

^{(c) unjustly enriching themselves at the
expense or to the detriment of Vitesse’s public stockholders.}

^{23. Plaintiff alleges herein that the
Individual Defendants, separately and together, in connection with the Proposed Transaction, are knowingly and/or recklessly violating their fiduciary duties, including their duties of care, loyalty, and good faith owed to Plaintiff and other public
stockholders of Vitesse.}

CLASS ACTION ALLEGATIONS

^{24. Plaintiff brings this action as a class
action pursuant to Court of Chancery Rule 23, on behalf of all holders of Vitesse common stock (except the defendants named herein and their affiliates, immediate families, legal representatives, heirs, successors or assigns and any entity in
which defendants have or had a controlling interest) (the “Class”).}

^{25. This action is properly maintainable as a class action.}

^{26. The Class is so numerous that joinder of
all members is impracticable. Although the exact number of Class members is unknown to Plaintiff at this time and can only be ascertained through discovery, as of January 30, 2015, there were 68,977,645 shares of Vitesse common stock
outstanding.}

^{27. There are
questions of law and fact that are common to the Class, including,} ^{inter alia}^{, the
following: (a) whether the Individual Defendants have breached their fiduciary duties owed to Plaintiff and other members of the Class; and (b) whether the Class is entitled to damages as a result of the wrongful conduct committed by
defendants.}

^{28. Plaintiff is
committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature.}

^{29. Plaintiff’s claims are typical of the claims of the other members of the Class and Plaintiff has the same interests as the other members of the Class.}

^{30. Plaintiff will fairly and adequately
protect the interests of the Class.}

^{31. The prosecution of separate actions by
individual members of the Class would create the risk of inconsistent or varying adjudications with respect to individual members of the Class, which would establish incompatible standards of conduct for the Defendants, or adjudications with respect
to individual members of the Class which would, as a practical matter, be dispositive of the interests of the other members of the Class or substantially impair or impede their ability to protect their interests.}

SUBSTANTIVE ALLEGATIONS

A.	Background of Vitesse

^{32. Vitesse (NASDAQ: VTSS) is a corporation organized and existing under the laws of Delaware and maintains its executive offices at 4721 Calle Carga, Mamarillo, California
93021. Vitesse designs a diverse portfolio of high-performance semiconductors, application software, and integrated turnkey systems solutions for Carrier, Enterprise and Internet of Things (“IoT”) networks worldwide. Vitesse products
enable the fastest-growing network infrastructure markets including Mobile Access/IP Edge, Cloud Access and Industrial-IoT Networking.}

B.	The Proposed Transaction

^{33. On March 18, 2015, Vitesse announced that it had entered into the Merger Agreement, pursuant to which Merger Sub will commence the Tender Offer to acquire 100% of
the outstanding shares of Vitesse common stock as promptly as reasonably practicable, and in any event by March 31, 2015.}

^{34. Vitesse and Microsemi seek to complete
the Proposed Transaction through the procedures available under 8 Del. C. § 251(h), without a vote of Vitesse’s stockholders.}

^{35. The Proposed Transaction is expected to
close before the end of June 2015, at which time Merger Sub will be merged with Vitesse, with the combined company surviving as a wholly owned subsidiary of Microsemi.}

^{36. The Board has unanimously:
(1) determined that the transactions contemplated by the Merger Agreement, including each of the Tender Offer and the Proposed Transaction, are fair to Vitesse and its stockholders; (2) approved and declared advisable the Merger Agreement
and the transactions contemplated by the Merger Agreement, including each of the Tender Offer and the Proposed Transaction; and (3) resolved to recommend that the stockholders of Vitesse accept the Tender Offer and tender their shares of
Vitesse stock to Merger Sub pursuant to the Tender Offer.}

C.	The Offer Price Fundamentally Undervalues Vitesse

^{37. As a result of the flawed sales process, the Proposed Transaction price of $5.28 per share substantially undervalues Vitesse’s highly positive outlook and
prospects for the future. Indeed, the Offer Price is 12 percent lower than the analyst target high price of $6.00 per share.}

^{38. Recent statements made by Vitesse
strongly indicate that the growth potential and long-term value for Vitesse stockholders remains strong. For example, Defendant Gardner take on the Company’s first quarter 2015 earnings call on February 3, 2015:}

We had a record quarter for total design wins in new opportunities, which were up sharply from last quarter. Notably, we set a new record for switch wins, up 20% from our previous record. Our new Intellisec PHY products also did very well, capturing significant new wins at multiple Tier 1 customers, adding to our market share in both 1G and 10G segments.

At the same time, we continue to extend into adjacent segments to strengthen our overall market position. Recent initiatives into the industrial IoT segment continue to be a growing part of the story. In this emergent segment, our new product revenue over 30% sequentially and 97% from the year-ago quarter.

And Ethernet is making further progress to displace other technologies within storage networks. In the quarter, we are excited to sign a development agreement with a major Tier 1 OEM to develop storage appliances connected with Vitesse Ethernet switch and PHY silicon and software. As I mentioned last quarter, based on these new initiatives we now estimate the total lifetime revenue of our existing new product portfolio to exceed $1.5 billion, with less than 10% of that revenue realized to date. So we have a long runway for growth in the coming years.

* * *

We expect our new products to continue to grow, . . . accelerating in the second half, much as they did last year.

* * *

As we move forward, the growth in new products will substantially outrun the legacy decline. We expect to exit the year with about 80% of our revenues from our new products. Compare this with 56% at the end of fiscal 2014, and 33% at the end of 2013. New products hit a $65 million annual run rate in the quarter, based primarily on carrier and enterprise design wins that we captured in 2012 and 2013, that are now moving into production.

Specifically, our PHY products with VeriTime 1588 packet timing, which sampled in 2012, continue to ramp. Both the 1G and the 10G devices were up 20% sequentially. These products now represent

25% of new product revenue. Our most recent generation of Intellisec PHYs, which sampled in 2014, add MACsec encryption capability targeted at security requirements within the network, including data center applications. These products began first preproduction shipments in the quarter.

Our first adopter of our Intellisec PHYs is a very large Tier 1 OEM. We expect accelerating revenue from these products in the second half.

* * *

Based on the growing pipeline of opportunities being created by our recently expanded sales force of direct sales reps and distis, we expect 2015 to be a record year for design wins that will substantially extend our product life cycles. We claimed 50 design wins in the quarter, including multiple wins at our Tier 1 for our new PHY products.

We are the only provider of 1G and 10G PHYs that combine encryption plus accurate 1588 packet timing, so we are well-positioned for the surge in secured networking. For our switch products, we claimed a record 60 wins in the quarter, led by the growing strength of our switch silicon and software. Notably, within the carrier segment we claimed multiple new wins in mobile access LTE and base station deployments, including small cell.

Adding to our core business are the new markets that we are developing around us. The first of these is industrial IoT, which we entered only last year. We can already see an impact in terms of our leading indicators. In the most recent four quarters, design wins in IoT represented 36% of total design wins and were up nearly 100% from the prior four quarters.

This is having a dramatic effect on our customer base. In fiscal 2014, we added over 130 new customers, over 30% of them coming from IoT, and this pace will accelerate in 2015. In Q1 we identified first design opportunities at over 80 new customers, twice the rate of last year.

* * *

Over the last year, we have seen multiple opportunities and closed about half of them. This quarter we signed a development agreement with a leading provider of storage equipment to develop a storage appliance based on our switch and PHY silicon, together with our software. So at this point, we are confident that we will benefit from the shift in the market from SaaS-based networking towards Ethernet.

We estimate this represents a $200 million TAM for us by 2020. We would expect to see first revenues in the 2016 timeframe.

These markets provide us substantial future growth opportunities, and are evolving and expanding our customer base. As we gain market share and strengthen our position, it offers us the opportunity to materially reshape our Company.

This is the realization of our Ethernet Everywhere strategy, leveraging the R&D investments made over the last five years and deploying them quickly and efficiently into these growing segments. As Ethernet expands into these new markets, we expect our TAM to grow from $1 billion today to over $3 billion by 2020.

Moving forward, we are seeing the normal seasonal softness in the carrier market, especially in Asia. As we described in the past, we expect some further reductions in our mature products, consistent with our transition. New products, on the other hand, will continue to strengthen at a healthy pace, growing 50% to 75% over fiscal 2014.

We also expect to strengthen our position in our new markets, leading to record design opportunities and design wins, record new customer creation, record product gross margins at 60% for the year, and new product initiatives within both IoT and storage markets.

All told, the leading indicators of our business are strong and we are well-positioned with the technology, products, market position and customers to capitalize on the exciting growth opportunities we are seeing.

(Emphasis added).

^{39. In addition, on that call,
Vitesse’s Senior Vice President, Finance and Chief Financial Officer (“CFO”), Marty McDermut, stated:}

I like what I am seeing this year. Our new product revenues are growing and design wins are accelerating. Our investments continue to pay off. As new product revenue continues to ramp, it will outstrip the decline we are seeing in our legacy products, and we still see strong topline revenue growth in the second half of fiscal 2015.

This quarter, all key metrics were in line with our guidance. Total revenue was $24.8 million, product revenue was $24 million, and IP revenue was $800,000. In the first quarter, new product revenue represented 68% of the total product revenue and reached $16.2 million, up 6% from last quarter and up 82% over the year-ago quarter.

(Emphasis added).

_{40. Further, a February 2015 Investor
Overview presentation (“Investor Overview”) promoted Vitesse as having “Fast Growing New Product Revenue” with “50-75% Expected New Product Revenue Growth in FY15” and as having “Solid, Proven, Leading
Indicators” with “56% Y/Y Growth Rate New Product Design Wins” and “68% Q1FY15 Revenue From New Product Portfolio.”}

^{41. The Investor Overview presentation makes
numerous other statements demonstrating how the Proposed Transaction substantially undervalues Vitesse. For example, the Investor Overview states that:}

Vitesse’s value proposition is that it has the industry’s “only PHY family that combines IEEE 1588 timing and 256-bit MACSec security encryption” and an “Optimized 1G/2.5G switching solution for 802.11ac WiFi Wave 2 deployments”;

“Recent design wins achieving substantially higher margins More Switches, More Software, More Carrier and IoT design wins”; and

“Vitesse is one of a small number of players that has proven they can compete in the Ethernet market.”

^{42. Further, in a presentation entitled,
“Annual Meeting of Stockholders: Realization of Ethernet Everywhere,” Vitesse stated:}

[that it is] “Positioned for Sustainable Profitability” and lauded Vitesse’s “High-Leverage Business with Accelerating Momentum[:] New product portfolio estimated $1.5B lifetime revenue, <10% realized to date[]”; and

that “Vitesse continues to expand [its] new product portfolio, making [Vitesse] more relevant in the market and driving revenue growth.”

^{43. Further, as Gardner stated in a joint
press release issued by Vitesse and Microsemi on March 18, 2015: “I believe Microsemi will be able to leverage Vitesse’s Ethernet technology and capabilities further into the communications market and has the scale to implement the
adoption of [Vitesse’s] industrial IoT strategy.” In that press release, Microsemi chairman and CEO James J. Peterson stated that “Vitesse’s highly complementary technology suite will expand [Microsemi’s] product offering
and accelerate growth with differentiated technology in emerging markets, while benefitting from the increased scale, consolidated infrastructure and cost savings of the combined entity.”}

^{44. Such positive developments demonstrate
Vitesse’s significant value.} ^{Microsemi recognizes that Vitesse is a prime acquisition target and has thus pounced on the opportunity to acquire the Company at a significant discount to its
total value. Indeed, Steven G. Litchfield, Microsemi’s Chief Strategy Officer (“CSO”) and Executive Vice President, explained Vitesse’s significant value as follows:}

[Microsemi has] worked alongside [Vitesse], [and ] so [Microsemi is] very familiar with [Vitesse’s] sockets and . . . customers. . . . [Vitesse] is not a foreign product line to [Microsemi]. So [the Proposed Transaction] really extends the technology portfolio, a broader set of technologies, a great set of design engineers as [Microsemi] look[s] to expand in any of these acquisitions. [Microsemi is] always looking for good design talent and Vitesse has that. They’ve committed over $200 million to growing their position within the ethernet market. This is a big growing market. [Microsemi has] seen a lot of transition from optical network into ethernet. . . . [Vitesse’s] new product wins have been growing at an exceptional rate year-over-year.

^{45. Statements such as those in the
March 18, 2015 press release and in Vitesse’s February 2015 statements referenced above help explain why “David Williams and Cody Acree with Ascendiant Capital Markets, cut[] Vitesse shares to Hold [on March 19, 2015 and] think
the [Offer Price] is a bit low relative to what they think the stock should have fetched.” Further, they “opine [that] Broadcom (BRCM) or Marvell Technology Group (MRVL) might step in with competing bids” and stated:}

While we do believe the deal is attractive for VTSS shareholders, given what we think VTSS could earn on its own in the next 12-24 months, the $389 million offer appears a bit low, in our opinion. With that, we would not be surprised if other offers materialize over the next three weeks, specifically given that MSCC expects the deal to be immediately accretive in the first quarter after closing and for the full year, which is indicative of the relatively inexpensive price MSCC is paying for the asset. Potential suitors could include Broadcom or Marvell, who are already leaders in Ethernet and would see natural synergies in VTSS’s portfolio or Avago who has also been

particularly acquisitive. Overall, with recent tech M&A activity, we are not surprised to see this acquisition. We have long believed the company presented a significant value proposition as the underlying growth drivers were developing, yet masked by the declining mature products. We believe VTSS’s 3Q was the turning point for the company, with clear line of sight to continued profitability. Although we do see the current acquisition partner as a good fit, we would have expected a moderately higher premium, more in-line with the growth opportunities ahead.

(Emphasis added).

^{46. In short, Vitesse
stockholders cannot gauge whether or not the Proposed Transaction’s consideration represents the maximum value that stockholder’s should be entitled to receive for their shares. Without a full and fair pursuit of alternatives, stockholders
will never realize the true value of their holdings. Defendants’ failure to provide such a process was a breach of their fiduciary duty to maximize stockholder value in a sale-of-control transaction.}

D.	Material Conflicts of Interest

^{47. In the March 18, 2015 press release announcing the Proposed Transaction, it was stated that the Board had unanimously approved the deal. Noticeably absent from the
press release was any mention of a special committee of independent Board members to evaluate and recommend the Proposed Transaction.}

^{48. Moreover, Vitesse has been the target of
activist investor pressure to pursue a sale of the Company for several years, and ultimately caved in to such}

^{pressure from activist hedge fund Raging Capital and its affiliates, and named two of Raging Capital’s designees to the Company’s Board,
giving them greater access and influence to pursue a potential sale. Vitesse even delayed its 2013 annual stockholder meeting for over a month to accommodate Raging Capital. As stated above, Individual Defendant Martin is Raging Capital’s
chairman, and Individual Defendant Traub was a nominee of Raging Capital for election to the Board. Raging Capital is a substantial stockholder of Vitesse shares (Raging Capital Master Fund, Ltd., an affiliate of Raging Capital, owns approximately
20% of the Company’s shares), and will receive a significant financial payout upon consummation of the Proposed Transaction.}

^{49. Likewise, the Individual Defendants, as
well as Vitesse executives, own substantial shares of Vitesse common stock and will receive a significant payout as well upon consummation of the Proposed Transaction.}

^{50. Additional potential conflicts exist with
respect Needham, Vitesse’s financial advisor in connection with the Proposed Transaction. Needham has a significant relationship with Microsemi as well, having acted as financial advisor to Microsemi in connection with its acquisition of White
Electronic Designs Corporation in 2010. Needham also has a long-standing relationship with Vitesse. For example, Needham acted as financial advisor in Vitesse’s debt restructuring transactions with Vitesse’s major creditors in 2009 and
Needham acted as the sole book-running manager in several of Vitesse’s public offerings.}

E.	The Merger Agreement Contains Preclusive Deal Protection Devices

^{51. Defendants have approved the Merger
Agreement under terms and conditions that are designed to ensure the sale of Vitesse to Microsemi that benefit Microsemi, but are not in the best interests of Vitesse’s stockholders.}

^{52. Although the Merger Agreement allows a
go-shop period through April 7, 2015, any go-shop will likely be unsuccessful in providing any greater value to stockholders because of onerous deal protection devices, including the Support Agreement, the “No Solicitation” provision
of the Merger Agreement, and the Termination Fee, that are not contemplated to benefit the Company or its stockholders, but instead, benefit defendants.}

^{53. Further, the Merger Agreement gives
Microsemi access to any rival bidder’s information, within 24-hours of the receipt of a rival bidder’s acquisition proposal, and includes a “matching rights” provision that gives Microsemi the right to top any “Superior
Proposal” simply by matching it. Accordingly, no rival bidder is likely to emerge, because the Merger Agreement unfairly assures that any “auction” will favor Microsemi.}

The Support Agreement

^{54. Further evidencing the defendants’
intent to consummate the Proposed Transaction, all of the Individual Defendants, as well as Raging Capital Master Fund, Ltd., (collectively owning 15,330,639 shares of the Company’s outstanding common stock, representing approximately 22.1% of
the shares outstanding as of March 17, 2015) have executed the Support Agreement, concurrently with the execution of the Merger Agreement.}

^{55. Each of the Individual Defendants and
Raging Capital Master Fund, Ltd. are defined as “Stockholders” under the Support Agreement.}

^{56. Under Section 1.2 of the Support Agreement, the “Stockholders” agreed to vote:}

against any Acquisition Proposal and against any other action, agreement or transaction involving the Company that is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer or the Merger or the other transactions contemplated by the Merger Agreement, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Offer and the Merger); (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Intellectual Property Rights) of the Company or any reorganization, recapitalization or liquidation of the Company, or (z) any change in the present capitalization of the Company or any amendment or other change to the Certificate of Incorporation or Company Bylaws, in each case, to the extent not expressly permitted by the Merger Agreement; and (iv) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement, which is considered at any such meeting of stockholders, and in connection therewith to execute

any documents reasonably requested by Parent which are necessary or appropriate in order to effectuate the foregoing. Subject to the proxy granted under Section 1.3 below, each Stockholder shall retain at all times the right to vote the Subject Shares in such Stockholder’s sole discretion, and without any other limitation, on any matters other than those set forth in this Section 1.2 that are at any time or from time to time presented for consideration to the Company’s stockholders generally.

^{57. Moreover, under the “No
Solicitation” provision of Section 4.7 of the Support Agreement:}

Subject to Section 5.13, each Stockholder shall not, and shall cause its Affiliates and its and their respective directors, officers and employees not to, and shall direct and use its reasonable best efforts to cause its and its Affiliates’ respective other Representatives not to, directly or indirectly, (i) solicit, initiate, knowingly facilitate or knowingly encourage any inquiries, proposals or offers that constitute or could reasonably be expected to lead to any Acquisition Proposal, (ii) provide any non-public information concerning the Company to any Person or group who has made or could reasonably be expected to make any Acquisition Proposal, or engage in any discussions or negotiations with respect to any Acquisition Proposal, (iii) otherwise cooperate with or assist or participate in, or facilitate, any such inquiries, proposals, offers, discussions or negotiations, or (iv) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall cause its Affiliates and its and their respective directors, officers and employees to, and shall direct and use its reasonable best efforts to cause its and its Affiliates’ respective other Representatives to, immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any Person or groups that may be ongoing with respect to any Acquisition Proposal or potential Acquisition Proposal.

^{58. Notwithstanding the Support
Agreement’s “No Solicitation” provision, the Individual Defendants owe fiduciary duties in their capacity as members of the Board under Section 5.13 of the Support Agreement. Yet, the}

^{preclusive deal protection measures discussed herein serve to preclude competing offers (even with the go-shop period in the Merger Agreement) from
emerging for the Company.}

The “No Solicitation” Provision of the Merger Agreement

^{59. Under Section 7.3(b), the “No
Solicitation” provision, of the Merger Agreement:}

Except as permitted by this Section 7.3 and except as may relate to any Excluded Party, the Company shall, and shall cause each Company Subsidiary and each of its and their respective Representatives to (i) on the No-Shop Period Start Date, immediately cease any discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and require such Persons and any other Persons who have made or have indicated an intention to make an Acquisition Proposal to promptly return or destroy any confidential information previously furnished by the Company, any of the Company Subsidiaries or any of their respective Representatives; and (ii) from the No-Shop Period Start Date until the earlier of the Effective Time or the termination of this Agreement in accordance with the terms hereof, the Company and the Company Subsidiaries shall not, nor shall they authorize or knowingly permit any of their respective Representatives to, directly or indirectly (i) solicit, initiate, knowingly encourage or knowingly facilitate any Acquisition Proposal or the making thereof to the Company or its stockholders; (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information to, or otherwise cooperate in any way with, any person (other than Parent, Purchaser and their Representatives) with respect to any Acquisition Proposal; (iii) waive, terminate, modify or fail to enforce any provision of any contractual “standstill,” confidentiality or similar obligation of any person other than Parent or its affiliates (other than provisions in such obligations customarily referred to as “don’t ask” provisions); or (iv) take any action to render any provision of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute

(including Section 203 of the DCGL) or any restrictive provision of any applicable anti-takeover provision in the Company’s organizational documents, in each case inapplicable to any person (other than Parent, Purchaser or any of their affiliates) or any Acquisition Proposal (and to the extent permitted thereunder, the Company shall promptly take all steps necessary to terminate any waiver that may have been heretofore granted to any such person or Acquisition Proposal under any such provisions). Any breach of the foregoing provisions of this Section 7.3 by any of the Company Subsidiaries or the Company’s or the Company Subsidiaries’ Representatives shall be deemed to be a breach by the Company.

^{60. Although the Merger Agreement provides
limited exceptions to its “No Solicitation” and “Company Board Recommendation” restrictions, those exceptions only permit the Board to take any action with respect to a competing offer if that offer constitutes a “Superior
Proposal,” which, under the Merger Agreement, must be a proposal that was not solicited by the Company, consistent with Section 7.3’s preclusion of the Board from taking any active steps to consider and pursue potential alternative
proposals available. But, as stated above, the Merger Agreement’s “matching rights” provision gives Microsemi the right to match any “Superior Proposal,” which provision will act to deter any potential bidder from making a
“Superior Proposal.”}

The Termination Fee

^{61. Under Section 9.3 of the Merger
Agreement, the Company must pay Microsemi a termination fee of $6.8 million if the Company terminates the Merger Agreement during the go-shop period or $13.6 million if the Company terminates}

^{the Merger Agreement after the go-shop period. In addition, upon termination of the Merger Agreement under specified circumstances, the Company may
be required to reimburse Microsemi for up to $3.5 million of expenses.}

^{62. The termination fee of $13.6 million
represents approximately 3.5% of the value of the Proposed Transaction. When considered collectively with the “No Solicitation” provision, the Support Agreement, and the “matching rights” provision, a termination fee in this
amount (or even the go-shop period termination fee of $6.8 million) is preclusive and intended to ensure that the Board does not change its recommendation to Vitesse’s stockholders that they tender their shares at the Offer Price. Thus, these
preclusive devices improperly restrain the Individual Defendants from exercising their unremitting fiduciary duty to obtain the best possible price that would be in the best interests of Vitesse’s stockholders.}

^{63. By approving the Proposed Transaction at
the Offer Price and recommending that Vitesse’s stockholders approve the Proposed Transaction, despite the Merger Agreement’s restrictions on the Board’s ability to consider alternative offers, the Board is acting in the best
interests of Microsemi at the expense of the interests of Vitesse’s stockholders.}

COUNT I

(Breach of Fiduciary Duty against the Individual Defendants)

^{64. Plaintiff incorporates each and every
allegation set forth above as if fully set forth herein.}

^{65. The Individual Defendants have violated
their fiduciary duties of care and loyalty owed to the public stockholders of Vitesse. By the acts, transactions, and courses of conduct alleged herein, the Individual Defendants are attempting to unfairly deprive Plaintiff and the other members of
the Class of the true value of their investment in Vitesse.}

^{66. As demonstrated by the allegations above,
the Individual Defendants have breached their duties of care and loyalty owed to Plaintiff and the other stockholders of Vitesse by, among other things:}

^{(a) Accepting, and advising Vitesse’s
stockholders to accept, an Offer Price that provides value to Vitesse’s stockholders substantially below the fair and inherent value of their investment in Vitesse;}

^{(b) Failing to conduct a reasonably informed
evaluation of whether the Proposed Transaction was in the best interests of Vitesse’s stockholders; and}

^{(c) Agreeing to terms and conditions contained in the Merger Agreement that are designed to ensure Vitesse’s sale to Microsemi at the Offer Price, while deterring
other potential buyers from making alternative proposals to acquire Vitesse.}

^{67. Unless enjoined by this Court, the
Individual Defendants will continue to breach their fiduciary duties owed to Plaintiff and the other members of the Class, and may consummate the Proposed Transaction, which will deprive the Class of its fair and proportionate share of
Vitesse’s valuable assets and business, to the irreparable harm of the Class.}

^{68. Plaintiff and the Class have no adequate remedy at law. Only through the exercise of this Court’s equitable powers can Plaintiff and the Class be fully protected
from the irreparable injury that defendants’ actions threaten to inflict.}

COUNT II

(Aiding and Abetting Breaches of Fiduciary Duty

Against Microsemi and Merger Sub)

^{69. Plaintiff incorporates each and every
allegation set forth above as if fully set forth herein.}

^{70. Microsemi and Merger Sub, by reason of
their status as parties to the Merger Agreement, and their possession of material, non-public information, have aided and abetted the Individual Defendants in the aforementioned breach of fiduciary duties.}

^{71. The breaches of fiduciary duties by the
Individual Defendants could not, and would not have occurred, but for the conduct of Microsemi and Merger Sub who have aided and abetted such breaches in connection with the Proposed Transaction.}

^{72. Microsemi and Merger Sub knowingly
participated in the Individual Defendants’ breaches of fiduciary duties by negotiating and gaining Board approval of the Proposed Transaction at the Offer Price and under certain terms and conditions contained in the Merger Agreement which, as
discussed above, benefitted the interests of Microsemi and Merger Sub but were not in the best interests of Vitesse’s stockholders.}

^{73. Unless enjoined by this Court, Microsemi
and Merger Sub will continue to aid and abet the Individual Defendants’ breaches of their fiduciary duties owed to Plaintiff and the other members of the Class, and may consummate the Proposed Transaction, which will cause irreparable harm to
the Class.}

^{74. Plaintiff and the
Class have no adequate remedy at law. Only through the exercise of this Court’s equitable powers can Plaintiff and the Class be fully protected from the irreparable injury defendants’ actions threaten to inflict.}

PRAYER FOR RELIEF

^{WHEREFORE, Plaintiff and members of the Class demand judgment against defendants
as follows:}

^{(a) Declaring that
this action is properly maintainable as a class action and certifying Plaintiff as the representative of the Class;}

^{(b) Preliminarily and permanently enjoining
the Defendants and their counsel, agents, employees and all persons acting under, in concert with, or for them, from proceeding with, consummating, or closing the Proposed Transaction;}

^{(c) In the event that the Proposed
Transaction is consummated, rescinding it and setting it aside;}

^{(d) Awarding Plaintiff costs and
disbursements and reasonable allowances for fees and expenses of Plaintiff’s counsel and experts; and}

^{(e) Granting Plaintiff and the Class such other and further relief as the Court may deem just and proper.}


Dated: March 30, 2015		RIGRODSKY & LONG, P.A.

	By:	/s/ Brian D. Long
		Seth D. Rigrodsky (#3147)
		Brian D. Long (#4347)
OF COUNSEL:		Gina M. Serra (#5387)
		Jeremy J. Riley (#5791)
MILBERG LLP		2 Righter Parkway, Suite 120
Kent A. Bronson		Wilmington, DE 19803
One Pennsylvania Plaza		(302) 295-5310
49^TH Floor
New York, NY 10119		Attorneys for Plaintiff
(212) 594-5300

Exhibit (d)(3)

March 13, 2013

Microsemi Corporation

One Enterprise Aliso Viejo

California, 92656

Ladies and Gentlemen:

In connection with a possible acquisition of Vitesse Semiconductor Corporation (“Vitesse”), its business and/or securities, by Microsemi Corporation (the “Company”) and/or its subsidiaries (the “Transaction”), we have each requested or may request (the “Receiving Party”) from the other (the “Supplying Party”) financial and other information concerning the business and affairs of the Supplying Party and/or its affiliates. As a condition to furnishing such information, each party to this letter agrees to treat the information furnished to it by the other party or its directors, officers, employees, employees of affiliates, agents, counsel, accountants, investment bankers or other advisors (those individuals who receive or provide Confidential Information hereunder, collectively, “representatives”) in accordance with this letter.

1. Except to the extent required by applicable law, regulation, legal process or the rules of an applicable stock exchange (collectively, “law”), each party to this letter hereby agrees that all materials, data, and other information of every kind, character and nature (including, without limitation, all financial statements and other financial information and data, financial projections and models, development, production, information, plans and data, revenue, cost and expense data, books, records, documents, papers and other information and data) which are delivered or otherwise disclosed prior to, on or after the date hereof (whether orally or in writing) to the Receiving Party or any of its representatives by or on behalf of the Supplying Party (collectively “Confidential Information”) shall be kept confidential by the Receiving Party and its representatives, and shall not be disclosed in any manner whatsoever by the Receiving Party or any of its representatives at any time hereafter, except as permitted hereunder or with the prior written consent of the Supplying Party. Confidential Information shall not include any information which (i) is at the time it is provided, or thereafter becomes, available to the public other than through an act or omission of the Receiving Party or its representatives in breach of this letter; or (ii) is in the possession of the Receiving Party or its representatives without restriction on use or disclosure prior to the time it is first supplied to the Receiving Party or its representatives by the Supplying Party or its representatives; or (iii) is disclosed to the Receiving Party or its representatives by a third party to the extent it is not known by the Receiving Party after reasonable inquiry to be subject to any confidentiality obligations to the Supplying Party; or (iv) is hereafter independently developed or derived by representatives of the Receiving Party without use of or reference to the Confidential Information. A Receiving Party and its representatives may use the Confidential Information of the Supplying Party solely in connection with its evaluation and/or consummation of the Transaction (the “Purpose”).

Vitesse understands that Company may currently or in the future be developing information internally, or receiving information from other parties that may be similar to Vitesse’s information. Accordingly, nothing in this Agreement will be construed as a representation or inference that Company will not develop products or technologies, or have products or technologies developed for it, that, without breach of this Agreement, compete with the products or technologies contemplated by Vitesse’s information.

2. Each party to this letter hereby recognizes, acknowledges and agrees that the Confidential Information is extremely confidential and proprietary in nature and that the Supplying Party will suffer material and irreparable damage if all or any part of the information comprising the Confidential Information is disclosed to any third party in violation of any of the terms or provisions of this letter or is used in violation of any of the terms or provisions hereof.

3. Each party to this letter hereby agrees that the Confidential Information shall only be disclosed by the Receiving Party to its representatives who it reasonably determines should know the Confidential Information for the Purpose or who otherwise need to know the Confidential Information solely and exclusively for the Purpose

and that neither the Receiving Party nor its representatives will use all or any portion of the Confidential Information for any other purpose which is in contravention of any of the terms or provisions hereof.

4. Without the mutual written agreement of the parties, each party to this letter hereby agrees that neither the Receiving Party nor its representatives shall disclose to any Person (other than its representatives as provided herein) who is not authorized by the Supplying Party to receive the Confidential Information either the fact that discussions or negotiations are taking place concerning the Transaction or any of the terms, conditions or other facts with respect to any aspect of the Transaction, including the status thereof and the identity of the parties (or their affiliates), except in each of the foregoing cases as is otherwise required by law, regulation, legal process or the rules of any stock exchange. For the purposes of this letter, the term “Person” shall be broadly interpreted to include, without limitation, any individual, corporation, company, association, partnership, joint venture, trust, estate, governmental agency or other entity of whatsoever kind or nature.

5. Each party to this letter hereby agrees that if the Receiving Party or its representatives is requested pursuant to law, regulation, legal process or the rules of any stock exchange (including, without limitation, by oral questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigative demand or similar process) to disclose any Confidential Information, such Receiving Party will provide the Supplying Party with prompt notice of such request (except if prohibited by law) so that the Supplying Party may consider seeking a protective order in respect thereof. Each party to this letter hereby further agrees to use reasonable commercial efforts to cooperate with the Supplying Party, at the sole cost of the Supplying Party, in connection with any action undertaken by the Supplying Party to protect any unauthorized disclosure or use of any Confidential Information.

6. Subject to the remainder of this paragraph, each Receiving Party hereby agrees that, upon the written demand of the Supplying Party at any time after the date hereof, it shall (i) return or destroy (at the Receiving Party’s option) and shall cause its representatives to return or destroy (at the Receiving Party’s option) the Confidential Information of the Supplying Party as promptly as practicable and (ii) destroy as promptly as practicable all documents, memoranda, notes, paper and other writings of whatsoever kind or nature (including all copies, abstracts, extracts or other reproductions thereof) prepared by the Receiving Party and its representatives, in each case to the extent containing or reflecting all or any portion of the information contained or otherwise embodied in the Confidential Information; provided that, if destroyed, such destruction shall be certified in writing to the Supplying Party by an authorized officer of the Receiving Party supervising such destruction; and provided further, that the Receiving Party and its representatives shall not be required to return or delete Confidential Information from such Receiving Party’s regularly occurring back-up, electronic storage (it being understood and agreed that, until such information is deleted or otherwise disposed of in accordance with Receiving Party’s generally applicable processes and procedures, such information remains Confidential Information and is subject to the restrictions set forth herein). Notwithstanding anything in this paragraph or this letter to the contrary, the Receiving Party may retain one copy of the Confidential Information in its 1egal department solely to monitor such Receiving Party’s continuing obligations under this letter, and the Receiving Party’s third party representatives (including any outside counsel and accounting firms) may retain Confidential Information to the extent required by law or professional standards of conduct. Each party to this letter further agrees that notwithstanding any such return or destruction, the Receiving Party and its representatives shall at al1 times after the date hereof treat and maintain all Confidential Information strictly confidential in accordance with the terms and provisions hereof.

7. Each party to this letter hereby undertakes and agrees to advise each of its employees and other representatives who will have access to the Confidential Information of the terms of this letter prior to the delivery or other disclosure to that employee or representative of all or any portion of the Confidential Information. Each party shall be liable for any breach of this agreement by any of its employees or other representatives. For the avoidance of doubt, no person shall be considered a representative of a party unless and until such person has actually received Confidential Information of the other party hereunder.

8. Each party to this letter agreement agrees that for a period of 12 months from the date hereof, its representatives who are its employees will not directly or indirectly solicit for employment any Management

employees of the other party with whom such party has had substantive contact during the period of its investigation contemplated herein or with respect to whom such party has received Confidential Information. For purposes of this paragraph a Management employee is any employee who earns greater than One Hundred Thousand Dollars ($100,000) per year in salary (without bonus). It is understood and agreed that the foregoing shall not prohibit any person from entering into discussions with, soliciting or employing any person who responds to a general solicitation, or who is contacted by a recruitment agency (provided that a party did not instruct such agency to target the other party’s employees), or any person who contacts a party on his or her own initiative. Further, nothing contained herein shall preclude either party from hiring a former employee of the other so long as the hiring party did not encourage such employee to terminate his or her former employment and did not otherwise breach the provisions of this paragraph.

9. The Company agrees that, for a period commencing on the date hereof and ending on a date which is eighteen (18) months following the date hereof, it will not, nor will it permit any of its “affiliates” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to (unless in any such case with the prior written consent of the Board of Directors of Vitesse) do any of the following:

(a) directly or indirectly acquire, offer to acquire, or agree to acquire by purchase, individually or by joining a partnership, limited partnership, syndicate or other “group” (as such term is used in Section 13(d)(3) of the Exchange Act, such term to have such meaning throughout this letter) (any such act, to “acquire”), any securities of Vitesse entitled to vote, or securities convertible into or exercisable or exchangeable for such securities (collectively, “Voting Securities”) if, after such acquisition, the Company and its affiliates collectively would beneficially own in excess of 1% of the fully diluted voting power of Vitesse’s outstanding Voting Securities;

(b) form, join, participate in or encourage the formation of a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of Voting Securities;

(c) make, or in any way participate in, any “solicitation” of “proxies” (as such terms are defined or used in Regulation 14A under the Exchange Act) or become a “participant” in any “election contest” (as such terms are defined or used in Rule 14a-11 under the Exchange Act) with respect to Vitesse, or initiate, propose or otherwise solicit stockholders of Vitesse for the approval of one or more stockholder proposals with respect to Vitesse or induce or attempt to include any other Person to initiate any stockholder proposal;

(d) deposit any Voting Securities into a voting trust or subject them to any voting agreement or other agreement or arrangement with respect to the voting of such Voting Securities;

(e) otherwise act, alone or in concert with others, to seek to control the management, Board of Directors, policies or affairs of Vitesse, or solicit, propose, seek to effect or negotiate with any other Person with respect to any form of business combination transaction with Vitesse or any affiliate thereof, or any restructuring, recapitalization or similar transaction with respect to Vitesse or any affiliate thereof, solicit, make or propose or encourage or negotiate with any other Person with respect to, or announce an intent to make, any tender offer or exchange offer for any Voting Securities, or disclose an intent, purpose, plan or proposal with respect to Vitesse or any Voting Securities inconsistent with the provisions of this letter, including an intent, purpose, plan or proposal that is conditioned on or would require Vitesse to waive the benefit of or amend any provision of this letter, or assist, participate in, facilitate, encourage or solicit any effort or attempt by any Person to do or seek to do any of the foregoing; or

(f) encourage or render advice to or make any recommendation or proposal to any Person, or participate, aid and abet or otherwise induce any Person, to engage in any of the actions prohibited by this paragraph 9 (including this clause (f)) or to engage in any actions inconsistent with such prohibitions, including the accumulation of voting securities with any intent or objective inconsistent with this paragraph 9.

10. Although each party will endeavor to include in the Confidential Information information known to it which it believes to be relevant for the Purpose, each party understands that neither party nor any of its respective representatives has made or make any representation or warranty as to the accuracy or completeness of the Confidential Information. Each party agrees that neither of its respective representatives nor the parties

themselves shall have any liability to the other party or its representatives resulting from the use of the Confidential Information.

11. Additionally, each party acknowledges it is aware, and hereby agrees to advise its representatives who are informed as to the matters which are the subject of this letter to the extent reasonably necessary, that Vitesse is a public reporting company under the United States securities laws, and that such laws may prohibit any Person who has received material, nonpublic information concerning the matters which are the subject of this letter from purchasing or selling securities of the other party or from communicating such information to any other Person under circumstances in which it is reasonably foreseeable that such Person is likely to purchase or sell such securities in reliance upon such information.

12. This letter shall be governed and construed in accordance with the internal, substantive laws of the State of California without regard to conflict of laws principles. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any such right, power or privilege. This letter shall be binding upon, and inure to the benefit of each of the parties hereto and their respective successors and permitted assigns. In addition to all other rights and remedies which either party hereto may have hereunder, at law, in equity, by statute or otherwise, the prevailing party in any action to enforce this letter shall be entitled to recover attorneys’ fees and expenses and court costs incurred in connection with such action.

13. Each party to this letter hereby agrees that any and all disputes, legal actions, suits, or proceedings arising out of or relating to this letter, whether legal or equitable in nature, or arising out of contract or tort claims, may be brought in any California or federal court located in Los Angeles County, State of California, United States of America, and each party, regardless of their residence, irrevocably submits to the jurisdiction of the courts located in Los Angeles County, State of California, United States of America, in any dispute, legal action, suit or proceeding arising out of or relating to this letter. Each party irrevocably waives all immunity from jurisdiction, attachment and execution, whether on the basis of sovereignty or otherwise, to which it might otherwise be entitled in any legal action or proceeding in any state or federal court of competent jurisdiction, including such courts located in the State of California, arising out of this letter. Each party hereto agrees that service of any process, summons, notice or document by U.S. registered mail or the foreign equivalent of U.S. registered mail to such party’s respective addresses set forth on the first page of this letter shall be effective service of process for any action, suit or proceeding in California with respect to any matters to which it has submitted to jurisdiction in this paragraph or if otherwise made in accordance with applicable law.

14. Each party to this letter hereby recognizes, acknowledges and agrees that the agreements and undertakings set forth herein may relate to matters that are of a special, unique and extraordinary character which gives them a peculiar and special value impossible of replacemen1, and for the breach of which the non-breaching party cannot reasonably or adequately be compensated in damages, and that any breach by either party hereto or any of its representatives of any of the terms or provisions hereof may cause the other party irreparable injury and harm. Therefore each party to this letter hereby agrees that, in addition to any and all rights and remedies which they may have at law, in equity, by statute or otherwise, each party hereto shall be entitled to seek injunctive or other equitable relief without the need of posting a bond or other surety to prevent the continuing breach by the other party and/or any of its representatives of each and all of the terms and provisions hereof or to otherwise secure the enforcement of each and all of the terms and provisions hereof.

15. Each party to this letter hereby agrees that no remedy provided by any of the provisions hereof is intended to be exclusive of any other remedy which is available at law, in equity, by statute or otherwise and each and every other remedy shall be cumulative and shall be in addition to all remedies provided for in this letter, and the election of any one or more of such remedies by either party hereto shall not constitute a waiver by such party to it right to pursue any other available remedies.

16. Notwithstanding anything to the contrary set forth in this letter, it is the intention and agreement of each of the parties hereto that the provisions of this letter shall be binding on, and enforceable against the other in all events and under all circumstances and irrespective of whether or not negotiations with respect to the Transaction

are terminated by either party hereto or any definitive, formal written agreement with respect to the Transaction is ever negotiated and/or executed.

17. It is understood that the terms of access by each party or its representatives to material contained in any data room or website provided or arranged by the other party or on such other party’s behalf in connection with the Transaction shall be superseded by the understandings and agreements contained herein.

18. In the event that either party to this letter decides to discontinue any discussions, negotiations and/or investigations with respect to the Transaction, such party shall have no obligation to provide the other party for the reason for such decision and there shall be no liability attached to such decision. Unless and only if a definitive written agreement regarding a Transaction is executed and delivered by the parties hereto, neither party shall be obligated with respect to any transaction and no obligation or rights or liabilities of any kind whatsoever are created (or shall be deemed to be created) as a result of this letter, or any other written or oral statement or any further actions by the parties, except in the case of this letter for the provisions expressly contained herein. There is no obligation to enter into any discussions or negotiations or any definitive agreement created by this letter and, accordingly, either party is free to abandon any discussions or negotiations regarding any transaction or to proceed without a definitive agreement at any time for any reason or for no reason and the decision of either party to do so shall not be subject to legal challenge by the other. Neither this paragraph nor any other provision in this letter can be waived or amended except by the written consent of both parties. For purposes of this Agreement, the term “definitive written agreement” does not include this letter, an executed letter of intent or any other preliminary written agreement, nor does it include any written or verbal acceptance of an offer or bid.

19. This letter contains the entire agreement between the parties regarding the subject matter hereof, and this letter supersedes and cancels all previous discussions, negotiations, agreements, rights, commitments and writings in respect of the subject matter hereof. Other than by operation of law, no party shall assign this letter without the prior written consent of the other party, and any assignment without such prior written consent shall be void.

20. This letter and all obligations hereunder shall terminate on the third anniversary of the date of this letter.

Please acknowledge your agreement to the foregoing by countersigning this letter and the enclosed copy in the space provided below and returning the executed copy to us.


Very truly yours, Vitesse Semiconductor Corporation

By:		/s/ Martin McDermut
Name:		Martin McDermut
Its:		SVP, CFO


Acknowledged and agreed to this 20^th day of March, 2013: Microsemi Corporation

By:		/s/ David Goren
Name:		David Goren
Its:		Senior VP

Exhibit (d)(4)

February 4, 2015

Microsemi Corporation

One Enterprise

Aliso Viejo, California, 92656

Ladies and Gentlemen:

Reference is made to the non-disclosure agreement, dated March 13, 2013 (the “NDA”), between Vitesse Semiconductor Corporation (“Vitesse”) and Microsemi Corporation (the “Company”). Vitesse and the Company hereby agree to amend the NDA as provided in this letter agreement (this “Amendment”):

1. Extension of Standstill. The first sentence Section 9 of the NDA is hereby amended and restated in its entirety to read as follows:

“The Company agrees that, for a period commencing on the date hereof and ending on a date which is twenty-four (24) months following the date hereof, it will not, nor will it permit any of its “affiliates” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to (unless in any such case with the prior written consent of the Board of Directors of Vitesse) do any of the following:”

2. Miscellaneous. Except as expressly modified hereby, all other terms and provisions of the NDA shall remain in full force and effect and are incorporated herein by this reference; provided, however, to the extent of any inconsistency between the provisions of the NDA and the provisions of this Amendment, the provisions of this Amendment shall control. All references in the NDA to “Agreement”, “letter”, “hereunder”, “hereof”, or words of like import referring to the NDA shall mean and be a reference to the NDA as and to the extent it is amended by this Amendment. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original Amendment, but all of which, taken together, shall constitute one and the same Amendment, binding on the parties hereto. The signature of any party to any counterpart hereof shall be deemed a signature to, and may be appended to, any other counterpart hereof. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS, AS CALIFORNIA LAWS ARE APPLIED TO CONTRACTS ENTERED INTO AND PERFORMED IN SUCH STATE.

Please acknowledge your agreement to the foregoing by countersigning this Amendment and the enclosed copy in the space provided below and returning the executed copy to us.


Very truly yours, Vitesse Semiconductor Corporation

By:		/s/ Brian Greenwood
Name:		Brian Greenwood
Its:		Director, Legal


Acknowledged and agreed to this 5^th day of February, 2015: Microsemi Corporation

By:		/s/ Steven G. Litchfield
Name:		Steven G. Litchfield
Its:		Executive Vice President and Chief Strategy Officer

Exhibit(d)(5)

LOGO

February 23, 2015

PERSONAL AND CONFIDENTIAL

Mr. Chris Gardner

Chief Executive Officer

Vitesse Semiconductor Corporation

741 Calle Plano

Camarillo, CA 93012-8543

Chris,

As a follow up to our previous letter, Microsemi would like to revise its previous offer and provide additional detail. Microsemi would like to move forward in pursuit of an acquisition of Vitesse Semiconductor Corporation (“Vitesse” or “Company”).

Subject to exclusivity we are prepared to submit for your consideration the following non-binding offer to acquire 100% of the outstanding shares of common stock of the Company. In order to fulfill all of the fiduciary responsibilities of our respective Boards of Directors, our proposal below contains a twenty (20) day exclusivity period and “go-shop” provision. We look forward to the opportunity to partner with the Company’s management team in order to continue to grow an attractive business and expand upon our existing corporate presence in Camarillo, California.

Based on our discussions and publicly available information, Microsemi is prepared to proceed with discussions that will lead to a transaction in which Vitesse’s shareholders would receive $5.28 per share in cash for each outstanding share of Company common stock on a fully diluted and converted basis (“Transaction”). This assumes no change in the number of outstanding shares, options and other equity related securities set forth in the Company’s most recent publicly available financial statements and except for any equity granted in the ordinary course of business. Such price represents a premium of 50.4% over the 200 day moving average of $3.51 as of February 19, 2015. This represents a premium of approximately 27.8% of today’s close of $4.13 per share. Our proposal allows your shareholders to receive a compelling value for their Vitesse shares today, without the risks associated with business execution and market conditions. We are excited about this proposed business combination and are committed to work quickly to consummate a successful Transaction.

We have provided herein a substantial increase of the purchase price per share from our previous offer. This increase is based on input from the Company. We have agreed to this increased purchase price with the understanding that additional diligence will provide confidence that the Company has sufficient backlog to realize its forecasted revenues. We also hope to prove that design-wins and orders support the forecasted $130 million of revenue for FY16. Lastly, we would

like our diligence to confirm that the legacy and IP business is not declining at a faster rate than forecasted and synergies of the entire business can be realized in a reasonable timeframe. We are confident that we will cover this in standard due diligence processes. With this further detail, we are confident in providing the company with certainty of close. The certainty of this deal enables the company to realize significant value for shareholders without business risk or market volatility. In this regard, our experienced M&A team will drive this transaction to successful conclusion within the time-frame that we outlined this year. If you check our transaction history, you will discover that our experienced team has closed nineteen transactions over the past few years, most of them in record time, while at the same time adhering to our commitments.

This offer will have no financing contingencies and the purchase price will be funded from Microsemi’s balance sheet. We will reserve the right to use proceeds from Microsemi’s existing debt structure that has more than sufficient capacity to provide the cash needed for this transaction.

Microsemi continues to believe that there is strategic value to be realized from the combination of the two companies. We have a great track record of executing transactions. As previously discussed, we have other efforts ongoing and ask that the Company engage exclusively with Microsemi to pursue a quick outcome that would provide tremendous value to Vitesse shareholders.

As noted earlier, in order to enable the Board of Directors of the Company to fulfill its fiduciary obligations, any definitive agreements that we execute to effectuate the Transaction (“Definitive Agreements”) will contain a “go-shop” provision that will commence on the date that we announce the execution of the Definitive Agreements and will provide that for a period of twenty-one (21) days thereafter the Company and its investment bankers shall have the right to: (i) initiate, solicit and encourage, whether publicly or otherwise, a third-party to acquire the Company, including by way of providing access to non-public information pursuant to one or more confidentiality agreements that are on terms, with respect to the maintenance of confidentiality of the Company’s information, which are not less restrictive in the aggregate to such person than such provisions of the confidentiality agreement between Microsemi and the Company, dated March 13, 2013; and (ii) enter into and maintain discussions or negotiations with any such third-party with respect to the foregoing acquisition or otherwise cooperate with or assist or participate in, or facilitate, any such inquiries, proposals, discussions or negotiations or the making of any proposal to acquire the Company.

In consideration of the resources to be committed to the Transaction by Microsemi and in order to enable Microsemi’s Officers and Directors to fulfill their fiduciary obligation, the Company agrees that, for a period of 20 days following the date on which this letter is executed by the Company (the “Exclusivity Period”), the Company will not, and will not authorize or permit any of its or its subsidiaries’ officers, directors, stockholders, employees or agents, or any other person on its behalf, to directly or indirectly solicit, encourage, initiate, seek, entertain, discuss, facilitate, negotiate or accept any inquiry, offer or proposal from, or furnish information to, any party (other than Microsemi) concerning any possible sale or other disposition of the business, stock or assets of the Company or any of its subsidiaries to any other party or any merger or consolidation with or involving the Company or any of its subsidiaries (a “Third Party Acquisition Transaction”) (it being understood that the Company shall be free to simply advise third parties that it is prohibited from holding discussions or negotiations concerning the Company or a transaction). The Company agrees that any such discussions or negotiations (other than with Microsemi) in progress as of the date of this letter will be immediately suspended and that in no event will the Company accept or enter into

any letter of intent, agreement or commitment concerning any Third Party Acquisition Transaction during the Exclusivity Period. The Company will promptly notify Microsemi of any inquiry, offer or proposal concerning a Third Party Acquisition Transaction, or any request for information in connection with such an inquiry, offer or proposal (and in any event, in each such case, within 24 hours of receipt of any such inquiry, offer, proposal or request for information). The Company will keep Microsemi promptly informed on an ongoing basis regarding the status of any such inquiry, offer or proposal. During the Exclusivity Period, the Company will continue to operate its business only in the ordinary course, not make any distributions to its stockholders, and not make any extraordinary payments to employees or any other persons. At the end of the Exclusivity Period, the Exclusivity Period and this letter (other than the agreements covering confidentiality, which shall continue in full force and effect notwithstanding the termination of the other provisions of this letter agreement) shall terminate unless the parties mutually agree in writing to extend the Exclusivity

Period. We also would like to agree that during the Exclusivity Period you will conduct your business in the ordinary course and refrain from any major acquisitions.

Except for the provisions herein covering the “go-shop” period and the Exclusivity Period as set forth in the two preceding Paragraphs, none of the terms of this letter shall be binding on the parties and the parties shall not be obligated to enter into any Transaction and shall not be deemed to have entered into any Transaction unless and until the parties have executed Transaction Documents with respect thereto and all necessary and required corporate action is taken.

We ask that the Board consider our offering in an expeditious manner as time is of the essence in this consolidating market environment. We believe that as more information is shared with competitors, this transaction becomes less interesting to Microsemi and therefore insist on the exclusivity period. We feel that we have been more than reasonable in our timeframe that will allow the best outcome for our respective shareholders. We intend to close a transaction in the next six weeks. If the terms of this letter are acceptable to you, please execute a copy of this letter in the space provided below and return the same to me before the close of business on February 23, 2015.

Sincerely,

James J. Peterson

Chairman of the Board & Chief Executive Officer

/s/ James J. Peterson

Accepted and Agreed:

Vitesse Semiconductor Corporation


By:		/s/ Chris Gardner
Name:		Chris Gardner
Its:		Chief Executive Officer

Exhibit(d)(6)

LOGO

March 11, 2015

Mr. Chris Gardner

Chief Executive Officer

Vitesse Semiconductor Corporation

741 Calle Plano

Camarillo, CA 93012-8543

Dear Mr. Gardner,

Reference is hereby made to that letter between our companies dated February 23, 2015. We hereby agree that the Exclusivity Period referenced therein shall be extended so that it shall expire at 11:59 PM Pacific Time on March 17, 2015.

If the foregoing is acceptable to you, please execute a copy of this letter at the space provided below and return it back to my attention.

Regards,

/s/ David Goren

David Goren

Senior Vice President


ACCEPTED AND AGREED TO:

Vitesse Semiconductor Corporation

BY:		/s/ Christopher R. Gardner
Name:		Christopher R. Gardner
Title:		CEO

Microsemi Corporation

One Enterprise, Aliso Viejo, California 92656 Telephone: 949.380.6100 Fax: 949.215.4996 www.microsemi.com

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