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LAW FIRM SEEKS HIGHER PRICE FOR SHAREHOLDERS

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Vitesse Semiconductor Shareholder Alert - National Securities Law Firm Seeks Higher Price for Shareholders in Connection with Acquisition. Encourages Shareholders to Contact Law Firm for More Information

PR Newswire Tripp Levy PLLC
22 hours ago


NEW YORK, March 18, 2015 /PRNewswire/ -- Tripp Levy PLLC, a leading national securities and shareholder rights law firm, announces that it is investigating the acquisition of Vitesse Semiconductor Corp. (NASDAQ: "VTSS") ("Vitesse" or the "Company") on behalf of its shareholders. Microsemi Corporation and Vitesse announced that Microsemi has entered into a definitive agreement to acquire Vitesse for $5.28 per share in cash.

Our investigation has determined that the offer price of only $5.28 per share unfairly under-values the true going forward inherent value of the Company and that shareholders are not receiving the maximum value for their shares. Indeed, analysts have projected that the Company is worth at least $6 per share, and Microsemi expects significant synergies from this transaction and expects to see immediate accretion in the first full quarter of completion. The investigation further seeks to determine whether senior management of Vitesse are acting in their own self-interests at the expense of shareholders. Microsemi has received support agreements from Vitesse stockholders holding approximately 22 percent of Vitesse's outstanding shares.

If you are a shareholder of Vitesse and would like additional information as to how the acquisition may affect your rights as a shareholder, and how you may be eligible to obtain a higher price for your shares, please call us at no cost at:

Tripp Levy PLLC
New York, New York
Toll free: 800-511-7037
International: 602-241-2841
Email: contact@tripplevy.com
www.tripplevy.com/participate-in-an-action

Tripp Levy PLLC represents individual and institutional shareholders in mergers and acquisitions transactions and, along with its affiliate, has recovered billions of dollars for shareholders in securities actions around the globe. Tripp Levy PLLC is affiliated with the law firm Milberg LLP. The National Law Journal has named Milberg one of the "50 Elite Trial Lawyer Firms" and one of the "50 Leading Plaintiff Firms in America." Attorney advertising. Prior results do not indicate a similar outcome.

Posted by surf_guynyc - 4 years ago

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These guys are nothing but bottom feeders ... With multiple firms now involved, they will be fighting for scraps between themselves.

Posted by G - 4 years ago

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Let's face it, BM is there to make money, and as we were heading into yet another earnings season of "softness in China", BM just recognized the trend for what it was: the latest of nearly a decade of excuses. As someone else on the board said yesterday, VTSS has until April 8th to shop VTSS around for a better deal. If there were other suitors, this should galvanize them to action, if not, then all the ambulance chasers in the world can make no difference. It is what it is.

$0.27 per share is a little cheaper than what I would have liked, but it is something and at least it's not $0.10. The products continue on, but not the investment.

...I just had a thought, if VTSS is really shopping this, who is going to buy with all these threats of "slip and fall" suits pending.

Posted by phobos - 4 years ago | Updated 4 years ago

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Good point phobos about lawsuits/investigations and the short fuse for other companies to do due diligence.

Stock price action so far today (down 4 cents at $ 5.30) says market doesn't put a lot of faith in a white knight, at least for now.

Posted by Techinvestor - 4 years ago

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The close $0.04 below the offer might even suggest mscc may come down with a case of buyer's remorse. Time will tell.

Posted by phobos - 4 years ago | Updated 4 years ago

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I just counted up the number of Law Firms filing suit/investigating the MSCC buyout of VTSS. It is now eleven!

Unbelievable- Will this deal ever happen?

Posted by Techinvestor - 4 years ago

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"Will this deal ever happen?"
Personally I hope it doesn't, my hope is that major interest from suitors causes the company to simply pay the fee and continue Solo.
Does anyone know the $$$ penalty for cancelling the transaction??

In the next week or so we will find out what the landscape truly thinks of INTELLISEC and friends...
I like the the pressure being applied by law firms on our behalf, I truly hope their actions causes the company to reconsider this deal.

Posted by GARIF - 4 years ago

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At what point does one activate the BOD ambulance chasers? If another bidder enters the arena then I feel we can let it play out. But if none materializes by April 6th then maybe it's time to stand up and be counted. Comments?
Have we the shareholders who have stood by the company through the years been handed a raw deal? I think so.....

Posted by Pac5705 - 4 years ago

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VTSS is too small to make a go of it alone.

At some point they would have had to start strategically acquiring complementary technology/businesses in order to grow, and I just don't see them doing that. CRG also claimed at one point that VTSS was a "start-up", and rightly so. Most start-ups are not fully functioning companies that can stand on their own in perpetuity, but can make significant contributions to acquiring firms, especially when they are unencumbered from the burden of supporting the SG&A and bureaucracy required of an individual company.

Is VTSS cheap at $3.28. Maybe. We all heard that VTSS would be accretive to MSCC's earnings soon after purchase, which suggests this. But is this happening because it's cheap, or because VTSS without much of its expenses is now profitable as a strategic business unit of MSCC? I don't know.

If VTSS really is cheap, then I would think that there would be competitive bids. Certainly MRVL or BRCM would be interested. How much the BoD's share are ultimately worth in a buyout hinge upon maximizing the selling price. There is also the danger of competitive maneuvering by whoever own VTSS' technology. What if MSCC decides to withhold the switching or other IP from their competitors? To own that technology buys the right to use it in markets and to withhold it from competitors.

During one of the earnings calls CRG made reference to VTSS sales from present products being $1.5B, and he also said that VTSS had sold less than 10% of this amount so far, so $1.35B. If they can maintain the 60% gross profit, then this becomes $810M. The R&D might remain the same, but certainly SG&A would drop to a fraction of its former amount. The rest of the charges however can only be guessed at (I don't know what it would cost for MSCC to continue the R&D and to pick up the burden of VTSS' SG&A). I just don't know.

By April 7th, we will know if any competitor out there finds MSCC's current purchase price compelling enough to make a higher offer. The lawyers will do nothing. Has anyone collected one thin dime on VTSS' class action suit? And Lou is rotting in jail, uh, oh wait... The lawyers are out for what they can get, and nothing else. If we must rely on lawyers to make it right, we have already made grave errors in judgement.

Posted by phobos - 4 years ago

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http://electronicdesign.com/communications/skinny-ipsec-vs-macsec

Nuss continues the promotion of Vitesse solutions, in the next week we will see if Broadcom, Marvell, and perhaps even AMCC had serious fear of Vitesse technology; if not Crg and gang will have given it to us without vaseline once more.

"I just don't know."
We know that key players Crg, board members and top investors like this original offer or it never would have been announced.
SCREW US LITTLE GUYS! and the beat goes on...

Posted by GARIF - 4 years ago

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For Nuss, it's not over 'til it's over. He's my kind of guy. Who knows how this will end up.

Posted by phobos - 4 years ago

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MSCC's market cap went up about $316M since the announcement, or by about 80% of VTSS' purchase price. Usually the acquiring company's shares decline... sign of a bad deal?

http://finance.yahoo.com/echarts?s=MSCC+Interactive#%7B%22range%22%3A%225d%22%2C%22scale%22%3A%22linear%22%2C%22comparisons%22%3A%7B%22VTSS%22%3A%7B%22color%22%3A%22%23cc0000%22%2C%22weight%22%3A1%7D%7D%7D

Posted by phobos - 4 years ago

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Really great deal for MSCC when 80 % of purchase price paid by increase in share price. CRG holds 723k shares as of 3/7, which will be valued at $ 3.8 mil if price stays $ 5.28. I'm sure he has incentive bonuses that will be paid off in addition to a "golden parachute" for losing CEO job.

Not bad for his 9 yr. stewardship!

Posted by Techinvestor - 4 years ago

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Tech, don't forget that every single stock option the employees have been granted will automatically vest....so I think your numbers may be understated. This is a huge win for the employees who seem to have just received a grant...at our (the shareholders expense). I seem to recollect that the grant was fairly recent.... wonder if the deal was already in the works....which will also raise a red flag. Lots of questions and not much accountability.

Posted by Pac5705 - 4 years ago

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We also would have been better off if it was a share buyout versus a cash deal....

Posted by Pac5705 - 4 years ago

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http://blogs.barrons.com/techtraderdaily/2015/03/23/microsemi-drexel-pounds-the-table-on-iot-defense-prospects/?mod=yahoobarrons&ru=yahoo

I just know Broadcom is trying to snag this IoT,Security, and Storage company for her self! how can she not make a fair attempt???

ANYBODY???

Posted by GARIF - 4 years ago

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Trading looks like High Frequency Traders (HFT) scalping a penny on big volume trades lately. Sits in penny range for long periods of time.

Posted by Techinvestor - 4 years ago

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Let's see... $5.28 is right around the median analyst price target:

http://finance.yahoo.com/q/ao?s=VTSS+Analyst+Opinion

Calculating a counter-offer at the high price target as the alternative choice in a binary option, it comes out to be around a 9.7% chance of a counter-offer at $6.00.

The market thinks there will likely NOT be a counter offer.

I agree with Tech: this looks like HFT. I could always be wrong.

Posted by phobos - 4 years ago

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When a takeover bid is announced, the target company’s shares usually rise to reflect the value of the offer.

If the shares trade below the offer price, there's doubt the takeover will go ahead.

If the stock rises above the offer price, investors believe there's likely to be a competing bid from another suitor.

Based on stock trading price and the volume (which it appears to be approaching half of available float since the announcement), the chances of a higher bid is greater than 10%.

I've held shares since 2009 (stock market bottom, not vtss) and will continue to hold for another 14 days. I willing gamble (obviously apparent since I own this stock) a higher offer is forthcoming . A penny change in the stock price affects my holdings by 150 bucks.

Posted by rgd - 4 years ago

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We've been focusing on the positive aspects of the MSCC buyout and the potential for a higher bid.

In the name of objectivity, I guess the downside would be one of the eleven lawsuits declaring BOD/Management not discharging their fiduciary responsibility to shareholders in seeking fair price, finds a friendly judge who issues injunction preventing deal to move forward. This could produce at least a short-term hit to the stock price.

Posted by Techinvestor - 4 years ago

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Either the market believes the competitive bid will not be very high, or the market places a low probability in a competitive bid. VTSS closed $0.03 above the purchase price. I hope there is a competitive bid too, but...

Posted by phobos - 4 years ago | Updated 4 years ago

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" finds a friendly judge who issues injunction preventing deal to move forward."

lets hope a mindful judge intervenes, the company has come a long way I hope they stay Solo or gets a better offer.

Posted by GARIF - 4 years ago

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Nothing will happen with the lawyers, except they might eat into the shareholders' profits. It's all that ever happens.

Posted by phobos - 4 years ago

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Isn't there some way for us to collectively stop these blood suckers from screwing us again?

Posted by realroadart - 4 years ago

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Could someone please break down and explain this recent 13D filing, filed by Vitesse. much appreciated

http://investor.vitesse.com/secfiling.cfm?filingID=1193125-15-103072&CIK=880446

Posted by christ3opher - 4 years ago | Updated 4 years ago

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We are at the mercy of Crg and gangs Good Humor, signs are that we were just caricatures in their puppet show.
Yes they served it to us minus vaseline! but, but perhaps Broadcom will come to the rescue.

Rotten shame indeed!!!

Posted by GARIF - 4 years ago

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"13D filings allow the investing public to see who a public company's large shareholders are and, perhaps more importantly, why they have an interest in the company. These filings may be a precursor to hostile takeovers, company breakups, and other "change of control" events."

http://en.m.wikipedia.org/wiki/Schedule_13D

It seems that the sale is moving forward. It is my guess that there are currently no other offers. Over the last couple of trading days the share price has been approaching the proposed sale price: the market perceives the possibility for a bidding war as diminishing.

Posted by phobos - 4 years ago

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...or not.

Posted by phobos - 4 years ago

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As we discussed, the HFT crowd is scalping pennies as interest has now focused on VTSS. On the plus side of the ledger, the buyout is small and doesn't require billions and potential suitors were only given 3 weeks or so to do Due Diligence and line up financing (If required)- maybe still deciding.

Posted by Techinvestor - 4 years ago

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I just looked at the share price, and it was trading $0.02 above the prospective buy-out price. That's either the market not giving the potential for a higher offer during the go-shop period much of a chance of happening, a competitive bid not being much more than what MSCC offered ($5.28 was the median analyst target over a range of $5 to $6 during the coming year -- the 'slip and fall lawyers' have some case!), or some measure of both. Our best hope is that someone sees huge synergies between VTSS' products, technology and talent, and what the offerer already has. I'm a big believer in "it's not over until it's over", but optimists now seem to be in the minority.

Posted by phobos - 4 years ago | Updated 4 years ago

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"it's not over until it's over", but optimists now seem to be in the minority."

They've been the minority for years! if no suitors are announced it will be confirmation of the wisdom of everyone on this board but you and I phobos.

lets hope for our bragging rights someone comes to our rescue Phobos...

Posted by GARIF - 4 years ago

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"Our best hope is that someone sees huge synergies between VTSS' products, technology and talent, and what the offerer already has."

The key word there phobs that left me laughing my as off was ... "Talent" Shit, you have been here as long as I have. CRG does have a certain talent, but I am afaird it was never running a company, but he was the master of blowing smoke up everyone's ass with ten years worth of excuses. Like I said last week, when the dust settles I suspect MicroSemi is going to wake up with a large hangover!

Posted by G - 4 years ago

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It is what it is GARIF.

G - don't confuse management with engineering talent. MSCC will likely get rid of the former as job-one, and if they don't, they deserve what they get.

I am not terribly optimistic about a white knight.

The offer price was at the median of analyst estimates. It wasn't even at the low-end of the range (?) If this gets tied-up in the courts for years, no one gets anything (maybe the verminous attorneys). Who here netted one thin dime from any of these criminals from the debacle? ...that's what I thought. VTSS should have been sold a long time ago, but it wasn't. The difference between what the company would have netted just after the debacle and what we're getting now, plus golden parachutes, is the fee for CRG's and the board's on the job training. What a fiasco. At least it's over if the lawyers don't throw a wrench into things.

I'm keeping my fingers crossed until April 7th.

Posted by phobos - 4 years ago

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I think that if there is no "white knight" then the lawsuits will begin to fly...

How can we the shareholders have been sold a vision by this management who then go and sellout at whatever price they could get? It sounds like a short term desperation move and not a long term strategic plan.

The clock is ticking .... such a sad time for all the shareholders and employees for a company that has so much potential.

Posted by Pac5705 - 4 years ago

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If the lawsuits begin to fly, then no one will net a dime from this except the verminous slip and fall lawyers, who exploit the weaknesses of human nature to their limits. I don't even know what would be the basis for a suit. VTSS is getting the median analyst estimate, it's not some low-ball number. Does VTSS have a lot of potential? Yes. Does VTSS hold a lot of risk? Oh yes. Where would VTSS get the resources to grow in the next couple of years? Many companies have a pool of cash and credit to make strategic acquisitions. VTSS does not have this. BM is not about to give VTSS' profligate management any more largesse. Truth be told, VTSS should have been sold the day after Lou's channel-stuffing was revealed. I will even tell everyone what just happened.

Q3'15 was not shaping up as expected (who was it who said "the market can remain irrational longer than you can remain solvent"), there was someone with cash in hand ready to buy the technology, customers, and (engineering) talent at the current market price (median analyst forecast). BM walks away with around a two-bagger, and VTSS is put out of its misery.

If anyone wants to wind up with nothing instead, just go to the vultures and have them stop the process of receiving anything from the sale of VTSS to anyone. I still don't see the basis for a lawsuit. We're getting market value plus. If there is fault to be assigned here, then sue the management team that presided over the destruction of so much value over the past decade. Our legal system made it impossible to even put Lou in prison. In a just world, Lou and his crony board would have gone to jail and the shareholders would have gotten some claw-back. This is not how it works. We are in danger of having our own greed hoist us upon our own petard at the hands of the verminous lawyers.

I hope a white knight comes along, but I'm not holding my breath. It is what it is.

Posted by phobos - 4 years ago | Updated 4 years ago

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Outstanding post, phobos . . . you said it more eloquently then I could have . . . we were all ass-fucked originally by Lou-the-channel-stuffing crook, then by the limp-wristed SEC for not putting LT in jail and seizing all of his net worth, and then we had to endure an almost 10 year slow-drip to the twilight zone by an EE that had no business ever being the CEO of any company. It is what it is, and it looks like the Mr. Market has spoken.

Posted by G - 4 years ago

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