(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Financial statements of businesses acquired.

Pro forma financial information.

Unaudited pro forma condensed combined balance sheet as of September 30, 2015 and accompanying explanatory notes;

Unaudited pro forma condensed combined statement of operations for the year ended December 31, 2014 and accompanying explanatory notes; and

Unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2015 and accompanying explanatory notes.

Exhibit
No.

Description

Consent of Burr Pilger Mayer, Inc., Independent Auditors of Pericom Semiconductor Corporation and subsidiaries

Consolidated balance sheet of Pericom as of June 27, 2015 and June 28, 2014, and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended June 27, 2015 (incorporated by reference from “Item 8. Financial Statements and Supplementary Data” in Pericom’s Annual Report on Form 10-K for the year ended June 27, 2015, filed with the Securities and Exchange Commission (the “SEC”) on September 1, 2015 (pages 50 through 79 only).

Condensed consolidated balance sheets of Pericom as of September 26, 2015 and June 27, 2015, and the related unaudited condensed consolidated statements of operations, comprehensive income (loss) and cash flows for the three months ended September 26, 2015 and September 27, 2014 (incorporated by reference from “Item 1. Condensed Consolidated Financial Statements (Unaudited)” from Pericom’s Quarterly Report on Form 10-Q for the three months ended September 26, 2015, filed with the SEC on November 2, 2015 (pages 3 through 19 only.)**

Unaudited pro forma financial information

Financial statements required by Item 9.01(a) are for Pericom Semiconductor Corporation’s most recent fiscal year only. All other years are not required and are being presented for information purposes only.

Financial statements required by Item 9.01(a) are for Pericom’s Semiconductor Corporation’s most recent quarterly period and the corresponding quarterly period of the preceding year (September 2015) only. All other periods are not required and are being presented for information purposes only.

Dated: February 10, 2016

DIODES INCORPORATED

By

/s/ Richard D. White

Richard D. White

Chief Financial Officer

Assets

Current assets:

Cash and cash equivalents

Short-term investments

Accounts receivable, net

Other receivables

Inventories

Deferred income taxes, current

Prepaid expenses and other

Total current assets

Property, plant and equipment, net

Deferred income tax, non-current

Goodwill

Intangible assets, net

Investments in unconsolidated subsidiaries

Other

Total assets

Liabilities

Current liabilities:

Lines of credit and short-term debt

Accounts payable

Accrued liabilities

Income tax payable

Total current liabilities

Long-term debt, net of current portion

Industrial development subsidy

Deferred tax liabilities

Noncurrent tax liabilities

Other long-term liabilities

Total liabilities

Stockholders’ equity

Preferred stock

Common stock

Additional paid-in capital

Retained earnings

Accumulated other comprehensive loss

Total stockholders’ equity

Noncontrolling interest

Total equity

Total liabilities and stockholders’ equity

1. Calculation of goodwill

Calculation paid:

Cash consideration for shares outstanding

Cash consideration for vested stock awards including taxes of $88.

Value of Diodes stock to be issued in exchange of vested Pericom employee stock awards.

Change-in-control payments to be made, including taxes of $99.

Total consideration

Transaction costs incurred by Pericom

Total consideration including transaction costs incurred by Pericom

Historical book value of Pericom net assets

Adjustments of acquired Pericom assets and liabilities to fair value:

Inventory acquired (See note 3 below)

Depreciable property, plant and equipment acquired (See note 3 below)

Land

Total property, plant and equipment

Land use rights classified as other assets

Intangible assets acquired (See note 3 below)

Cost based investments held by Pericom (See note 3 below)

Contingent liabilities

Deferred taxes, net (long-term asset - $7,107; long-term liability - $38,298)

Adjusted book value of Pericom’s net assets

Goodwill

2. Change in capital accounts:

Eliminate Pericom historical capital accounts

Common stock

Additional paid-in capital

Retained earnings

Accumulated other comprehensive loss

Total Pericom historical capital accounts eliminated

At the time of the transaction all unvested Pericom equity awards became fully vested as a result of the change in control provisions of the equity awards. In accordance with the merger agreement, all equity awards converted to fully vested Diodes restricted stock units, and the fair value of these equity awards, approximately $15 million, is a component of purchase accounting. While the equity awards are vested, meaning no additional performance is required, the shares will be released to the employee under the original Pericom vesting schedule, unless the employee leaves the company, then the all remaining owed shares will be issued. This exchange will result in approximately 724 thousand Diodes shares being issued.

The number of share issues is based on the following exchange rate:

.83 Diodes restricted stock award for each vested Pericom restricted stock award and performance based unit

.45 Diodes restricted stock award for each vested Pericom stock option

Non recurring costs expensed after September 30, 2015. This includes costs, for attorney’s, tax, advice, printing, and other outside consultants and services provided.

Total

3. To reflect the fair value of inventory, property, plant and equipment, land use rights, cost based investments and intangible assets acquired:

Inventory acquired (integrated circuits and frequency control products)

Depreciable property, plant and equipment acquired (personal property, real property; average weighted life 32 years

Land

Total Property, plant and equipment

Land use rights (Other assets)

Intangible assets acquired (order backlog, customer relationships, developed technology, in-process technology, trade name; average weighted life 11.6 years.)

Cost based investments held by Pericom (Other assets)

Total

4.

Incremental debt incurred to affect the transaction.

Lines of credit and short-term debt

Long-term debt, net of current portion

Total

The incremental debt was funded under an amendment to our existing credit facility (the “Amendment”). The Amendment increases the Company’s existing senior credit facilities to a $400 million revolving senior credit facility (the “Revolver”), which includes a $10 million swing line sublimit, a $10 million letter of credit sublimit, and a $20 million alternative currency sublimit, and a $100 million term loan facility (the “Term Loan Facility”). The interest rate is subject to change based on Diodes consolidated leverage ratio. A 1/8 percent increase in the rate of the initial debt level of $391 million would increase Diodes annual interest expense approximately $500,000, on a pretax basis.

5.

Amounts due under change in control agreements.

6.

Adjust for liabilities assumed in the transaction for uncertain tax positions and potential legal exposure.

7.

Deferred taxes, net (long-term asset—$7,107; long-term liability—$38,288)

8.

Transaction costs expensed but not paid after September 30, 2015. This includes costs, for attorney’s, tax, advice, printing, and other outside consultants and services provided.

9.

Debt issuance costs incurred after September 30, 2015, for incremental borrowings.

10.

Cash used and borrowed to affect transaction:

Debt incurred

Cash paid for shares outstanding

Cash consideration for vested stock awards including taxes of $88.

Cash paid by Diodes after September 30, 2015, for debt issuance costs

Cash paid after September 30, 2015, for transaction costs

Change in cash

Net sales

Cost of goods sold

Gross profit

Operating expenses

Selling, general and administrative

Research and development

Amortization of acquisition related intangible assets

Loss (gain) on fixed assets

Total operating expenses

Income from operations

Other income (expense)

Income before income taxes and noncontrolling interest

Income tax provision

Equity in net income of unconsolidated affiliates

Net income

Less net income attributable to noncontrolling interest

Net income attributable to common stockholders

Earnings per share attributable to common stockholders:

Basic

Diluted

Number of shares used in earnings per share computation:

Basic

Diluted

1.

Incremental depreciation expense and amortization related to fair value adjustments to the acquired property, plant and equipment and land use rights. The estimated depreciable life of this incremental property, plant and equipment and land use rights is approximately 28 years and based on straight line attribution method.

2.

Incremental amortization expense related to the fair value adjustment of the acquired intangible assets. The incremental intangible assets will be amortized over the weighted average useful lives of approximately 11.6 years.

3.

Interest expense computed at 3%, the current rate in effect, and amortization of debt issuance costs on the incremental borrowing to affect the transaction.

4.

Reverse nonrecurring transaction costs, $2,812. Includes costs for attorney’s, tax advice and other consultants.

5.

Tax benefit of related to the expenses directly related to the transaction resulting in an effective tax rate on the adjustments of 21%.

6.

Diodes shares to be issued for replacement of Pericom equity awards.

*

Information for the nine months ended September 26, 2015 for Pericom was derived from Pericom’s previous filings with the Securities and Exchange Commission.

The Company has not included incremental transaction costs of approximately $8 million due to those costs being nonrecurring.

Net sales

Cost of goods sold

Gross profit

Operating expenses

Selling, general and administrative

Research and development

Amortization of acquisition related intangible assets

Loss (gain) on fixed assets

Total operating expenses

Income from operations

Other income (expenses)

Interest income

Interest expense

Gain on securities carried at fair value

Other

Total other income (expense)

Income before income taxes and noncontrolling interest

Income tax provision

Equity in net income of unconsolidated affiliates

Net income

Less net income attributable to noncontrolling interest

Net income attributable to common stockholders

Earnings per share attributable to common stockholders:

Basic

Diluted

Number of shares used in earnings per share computation:

Basic

Diluted

1.

Incremental depreciation expense and amortization related to fair value adjustments to the acquired property, plant and equipment and land use rights. The estimated depreciable life of this incremental property, plant and equipment and land use rights is approximately 28 years and based on straight line attribution method.

2.

Incremental amortization expense related to the fair value adjustment of the acquired intangible assets. The incremental intangible assets will be amortized over the weighted average useful lives of approximately 11.6 years.

3.

Interest expense computed at 3%, the current rate in effect, and amortization of debt issuance costs on the incremental borrowing to affect the transaction.

4.

Tax benefit of related to the expenses directly related to the transaction resulting in an effective tax rate on the adjustments of 19%.

5.

Diodes shares to be issued for replacement of Pericom equity awards.

*

Information for the twelve months ended December 27, 2014 for Pericom was derived from Pericom’s previous filings with the Securities and Exchange Commission.

The Company has not included incremental transaction costs of approximately $8 million due to those costs being nonrecurring.