The directors of Zarlink Semiconductor Inc. have dropped their opposition to a takeover by Microsemi Corp. and unanimously accepted a revised offer, the companies announced jointly Thursday.

Under the new proposal, which will require various approvals, California-based Microsemi will pay $3.98 (Canadian) in cash per share and $1,624.49 in cash per C$1,000 principal amount of debentures.

Zarlink shares gained 49 cents or 14 per cent to $3.95 after the announcement, with 12 million shares exchanged by late morning.

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The new offer is significantly higher than the previous offer of $3.35 cash for each common share and $1,367.35 per $1,000 of principal of convertible debentures.

However, Microsemi says the total value of the transaction is roughly $525-million (U.S.).