November 19, 2013 Dear Stockholder: On behalf of the board of directors of Mindspeed Technologies, Inc., I am pleased to inform you that on November 5, 2013, Mindspeed agreed to be acquired by M/A-COM Technology Solutions Holdings, Inc., pursuant to the terms of an Agreement and Plan of Merger by and among Mindspeed, MACOM and Micro Merger Sub, Inc., a wholly owned subsidiary of MACOM. Micro Merger Sub, Inc. has today commenced a tender offer to purchase all outstanding shares of common stock of Mindspeed at a price of $5.05 per share, net to the seller in cash, without interest and less applicable withholding taxes. After successful completion of the tender offer, Micro Merger Sub, Inc. will be merged with Mindspeed, and any Mindspeed common stock not purchased in the tender offer will be converted into the right to receive an amount equal to $5.05 per share in cash, without interest and less applicable withholding taxes, pursuant to the merger. Unless subsequently extended, the tender offer is scheduled to expire at 12:00 Midnight, New York City time, on December 17, 2013. As more fully set forth in the merger agreement, the tender offer is conditioned upon, among other things, there being validly tendered and not properly withdrawn a number of shares of Mindspeed common stock that, together with the shares then owned by MACOM or Micro Merger Sub, Inc., if any, would represent at least a majority of the shares outstanding of Mindspeed (assuming the conversion or exercise of all derivative securities convertible or exercisable immediately prior to the expiration date of the tender offer, including all convertible senior notes and vested options to purchase shares of Mindspeed’s common stock, regardless of the conversion or exercise price). After careful consideration, including a thorough review of the terms of the tender offer with Mindspeed’s legal and financial advisors, at a meeting held on November 5, 2013, the board of directors unanimously: (i) determined that the merger agreement and the transactions contemplated by the merger agreement, including the tender offer and the merger, are advisable, fair to, and in the best interests of Mindspeed and Mindspeed’s stockholders; (ii) approved and declared advisable the merger agreement, the tender offer, the merger and the other transactions contemplated by the merger agreement in accordance with the requirements of the Delaware General Corporation Law; and (iii) resolved to recommend that Mindspeed’s stockholders accept the tender offer and tender their shares to Micro Merger Sub, Inc. pursuant to the tender offer. Accordingly, for the other reasons described in more detail in the enclosed copy of Mindspeed’s solicitation/recommendation statement, the board of directors unanimously recommends that Mindspeed’s stockholders accept the tender offer and tender their shares pursuant to the tender offer. The solicitation/recommendation statement contains additional information relating to the tender offer and the merger, including a description of the reasons for the board of directors’ recommendations described above. Also enclosed are Micro Merger Sub, Inc’s Offer to Purchase, dated November 19, 2013, a Letter of Transmittal for use in tendering your shares and other related documents. These documents set forth the terms and conditions of the tender offer. We urge you to read the enclosed information and consider it carefully before tendering your shares. On behalf of the board of directors, we thank you for your support. Sincerely, Raouf Y. Halim Chief Executive Officer UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 MINDSPEED TECHNOLOGIES, INC. (Name of Subject Company) MINDSPEED TECHNOLOGIES, INC. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 602682205 (CUSIP Number of Class of Securities) Raouf Y. Halim Chief Executive Officer Mindspeed Technologies, Inc. 4000 MacArthur Boulevard, East Tower Newport Beach, California 92660-3095 (949) 579-3000 (Name, address and telephone numbers of person authorized to receive notices and communications on behalf of the persons filing statement) Copies to Robert Kornegay Robert Ishii Wilson Sonsini Goodrich & Rosati Professional Corporation 12235 El Camino Real, Suite 200 San Diego, California 92130-3002 (858) 350-2300 ‘ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. TABLE OF CONTENTS Page Item 1. Subject Company Information ................................................. 1 Item 2. Identity and Background of Filing Person ........................................ 1 Item 3. Past Contacts, Transactions, Negotiations and Agreements ........................... 2 Item 4. The Solicitation or Recommendation ............................................ 13 Item 5. Persons/Assets, Retained, Employed, Compensated or Used ......................... 47 Item 6. Interest in Securities of the Subject Company ..................................... 48 Item 7. Purposes of the Transaction and Plans or Proposals ................................ 51 Item 8. Additional Information ....................................................... 51 Item 9. Exhibits ................................................................... 62 ANNEX A Opinion of Morgan Stanley & Co. LLC, dated November 5, 2013 ..................... A-1 ANNEX B Opinion of Needham & Company, LLC, dated November 5, 2013 ..................... B-1 ANNEX C Section 262 of the General Corporation Law of the State of Delaware .................. C-1 Item 1. Subject Company Information. Name and Address. The name of the subject company is Mindspeed Technologies, Inc., a Delaware corporation (“Mindspeed” or the “Company”). Unless the context indicates otherwise, we use the terms “us,” “we” and “our” to refer to the Company. The address of the Company’s principal executive office is 4000 MacArthur Boulevard, East Tower, Newport Beach, California 92660-3095. The telephone number of the Company’s principal executive office is (949) 579-3000. Securities. This Solicitation/Recommendation Statement on Schedule 14D-9 (this “Statement”) relates to the common stock, $0.01 par value per share, of Mindspeed (the “Shares” or the “Common Stock”). As of the close of business on November 15, 2013, there were (i) 43,343,199 Shares issued and outstanding, (ii) 292,813 Shares reserved for future issuance or otherwise deliverable under the Company’s Retirement Savings Plan (the “Retirement Savings Plan”), (iii) 260,651 Shares reserved for future issuance or otherwise deliverable under the Company’s Amended and Restated Employee Stock Purchase Plan (the “ESPP”), (iv) 2,642,925 Shares reserved for future issuance or otherwise deliverable under the Company’s 2003 Long-Term Incentives Plan (the “2003 Long-Term Incentives Plan”), (v) 393,371 Shares reserved for future issuance or otherwise deliverable under the Company’s Directors Stock Plan (the “Directors Stock Plan”), (vi) 192,013 Shares reserved for future issuance or otherwise deliverable under the Company’s Inducement Incentive Plan (the “Inducement Incentive Plan”), (vii) 7,240,743 Shares reserved for future issuance or otherwise deliverable under the Company’s 2013 Equity Incentive Plan (the “2013 Equity Incentive Plan”, and, together with the Retirement Savings Plan, the ESPP, the 2003 Long-Term Incentives Plan, the Directors Stock Plan and the Inducement Incentive Plan, the “Company Equity Plans”), (viii) 111,250 Shares reserved for future issuance or otherwise deliverable in connection with inducement awards outside of the Company Equity Plans, (ix) 8,205,129 Shares issuable upon the conversion of certain notes sold under the Indenture, dated as of June 19, 2012, by and among Mindspeed, certain of its subsidiaries and Wells Fargo Bank, N.A. and (x) 561,992 Shares issuable upon or otherwise deliverable in connection with the exercise of outstanding vested stock options under the Company Equity Plans. Item 2. Identity and Background of Filing Person. Name and Address. Mindspeed, the subject company, is the person filing this Statement. The name, business address and business telephone number of the Company are set forth in Item 1 above under the heading “Name and Address.” Tender Offer. This Statement relates to the tender offer by Micro Merger Sub, Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of M/A-COM Technology Solutions Holdings, Inc., a Delaware corporation (“Parent”or“MACOM” and together with Purchaser, the “Offerors”), disclosed in the Tender Offer Statement on Schedule TO (together with the exhibits thereto, as amended, the “Schedule TO”), filed by Purchaser and Parent with the Securities and Exchange Commission (the “SEC”) on November 19, 2013, pursuant to which Purchaser has offered to purchase all outstanding Shares at a purchase price of $5.05 per share, net to the holder thereof in cash (the “Offer Price”), without interest and less applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 19, 2013 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase, as each may be amended or supplemented from time to time in accordance with the Merger Agreement (as defined below), constitute the “Offer”). A copy