UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Amendment No. 1 to
SCHEDULE 13E-3
(Rule 13e-100)

Rule 13e-3 Transaction Statement
under Section 13(e) of the Securities Exchange Act of 1934

Pulse Electronics Corporation
Name of Subject Company (issuer)

Pulse Electronics Corporation
OCM PE Holdings, L.P.
OCM PE Merger Sub, Inc.
(Names of Filing Persons)

Common Stock, Par Value $0.125 Per Share
(Title of Class of Securities)

74586W 205
(CUSIP Number of Class of Securities)

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

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: o

Check the following box if the filing is a final amendment reporting the results of the transaction: o

Calculation of Filing Fee

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE MERITS OR FAIRNESS OF THIS TRANSACTION, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS SCHEDULE 13E-3. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

TABLE OF CONTENTS

Schedule I – Directors and Executive Officers of the Filing Persons

Annex A – Investment Agreement and Agreement and Plan of Merger

Annex B – Opinion of Houlihan Lokey Capital, Inc.

Annex C – Subchapter D of Chapter 15 of the Pennsylvania Business Corporation Law – Dissenters Rights

INTRODUCTION

This Transaction Statement on Schedule 13E-3 (this “Statement”) is being filed by Pulse Electronics Corporation, a Pennsylvania corporation (“Pulse” or the “Company”), OCM PE Holdings, L.P., a Delaware limited partnership (“Parent”), and OCM PE Merger Sub, Inc., a Pennsylvania corporation and wholly-owned subsidiary of Parent (“Merger Sub”). Throughout this Statement, Pulse, Parent and Merger Sub are collectively referred to as the “Filing Persons.” As of February 28, 2015, Parent and other affiliates of investment funds managed by Oaktree Capital Management, L.P. (collectively, “Oaktree”) owned approximately 68.7% of the outstanding shares of common stock, par value $0.125 per share, of Pulse (“Common Stock”).

This Statement relates to a proposed going private transaction (the “Transaction”) that will be effected in accordance with the provisions of an Investment Agreement and Agreement and Plan of Merger, dated February 28, 2015, by and among Pulse, Parent and Merger Sub (the “Merger Agreement”). The Merger Agreement provides for the following transactions: (a) the extension of a loan (the “Loan”) by Parent or its affiliates to the Company (or one or more of its subsidiaries) in the amount of $8.5 million within 30 days of the date of the Merger Agreement, subject to the execution of mutually acceptable definitive loan, guarantee or collateral documentation and the satisfaction of certain other specified conditions precedent; (b) at the closing, the contribution by Parent of $17.0 million in cash less the principal amount of the Loan, if any, to the Company, and the conversion of any such Loan, in exchange for such number of shares of Common Stock as shall be determined by dividing the aggregate investment amount of $17.0 million (together with accrued interest, dividends or other amounts accrued thereon) by $1.50, with the result that Parent and affiliates of investment funds managed by Oaktree will own in excess of 80% of the outstanding shares of Common Stock (collectively, the “Investment”); and (c) following the consummation of the Investment, the short-form merger of Merger Sub with and into Pulse (the “Merger”) with Pulse continuing as the surviving corporation in accordance with Section 1924(b)(1)(ii) and Section 1924(b)(3) of the Pennsylvania Business Corporation Law of 1988, as amended (“PBCL”). A copy of the Merger Agreement is attached to this Statement as Annex A.

Upon the consummation of the Merger, each share of Common Stock that is issued and outstanding immediately prior to the effective time of the Merger (other than shares held by Parent, Merger Sub or their affiliates and shares as to which the holder has properly asserted statutory dissenters rights under the PBCL) will be cancelled and converted into the right to receive cash in an amount equal to $1.50 per share, without interest (the “Merger Price”). Following the Merger, the separate corporate existence of Merger Sub will cease, and Pulse will continue its corporate existence under Pennsylvania law as the surviving corporation and as a direct wholly-owned subsidiary of Parent. Pulse will terminate its reporting obligations to the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Common Stock will no longer be publicly traded on the over-the-counter markets (“OTC Markets”).

Following the Investment and immediately prior to the Merger, Parent will own in excess of 80% of the outstanding Common Stock. Under the PBCL, because Parent will own at least 80% of the outstanding Common Stock, the Merger will be effected without any action required by the shareholders of Pulse. Holders of Common Stock will not be entitled to vote their shares with respect to the Merger, but will be entitled to certain dissenters rights under the PBCL. Instructions with regard to the surrender of stock certificates, together with a description of statutory dissenters rights under the PBCL, will be set forth in a Letter of Transmittal and Notice of Dissenters Rights that will be mailed to the unaffiliated shareholders of Pulse (the “Shareholders”) as of the effective date of the Merger (the “Effective Date”) within five business days following the Effective Date. These documents should be read carefully.

The Transaction has been approved by Pulse’s board of directors (the “Board”), based on a unanimous recommendation from a special committee consisting solely of independent and disinterested directors (the “Special Committee”). The Special Committee was formed by the Board in October 2014 to evaluate and negotiate the terms of the Transaction on behalf of Pulse and the Shareholders and to consider alternatives to the Transaction. The Special Committee retained Houlihan Lokey Capital, Inc. (“Houlihan Lokey”) as its independent financial advisor and Latham & Watkins LLP (“Latham”) as its independent legal counsel. As described in detail below, Houlihan Lokey has delivered an opinion to the Special Committee and the Board that, as of the date of such opinion, the Merger Price was fair, from a financial point of view, to the holders of Common Stock, other than holders of dissenting shares and Parent, Merger Sub and any of their affiliates (the “Merger Price Recipients”).

This Statement and the documents incorporated by reference in this Statement include certain forward-looking statements. These statements appear throughout this Statement and include statements regarding the intent, belief or current expectations of the Filing Persons, including statements concerning the Filing Persons’ potential actions and strategies following completion of the Merger. Such forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Actual results may differ materially from those described in such forward-looking statements as a result of various factors including, but not limited to (a) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; (b) the failure to satisfy conditions to complete the proposed Transaction on the terms described herein, or at all; (c) risks related to disruption of management’s attention from Pulse’s ongoing business operations due to the proposed Transaction; (d) the effect of the announcement of the proposed Transaction on Pulse’s relationships with its customers, suppliers, operating results and business generally; and (e) the other factors identified in the “Risk Factors” section of Pulse’s Annual Report on Form 10-K for the year ended December 26, 2014 as filed with the SEC on March 20, 2015, and its subsequent filings with the SEC.

The forward-looking statements contained in this Statement are excluded from the safe harbor protection provided by the Private Securities Litigation Reform Act of 1995 and Section 21E of the Exchange Act. In addition, any reference to any claim of reliance on the forward-looking statement safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Exchange Act contained in Pulse’s Annual Report on Form 10-K for the year ended December 26, 2014, and the documents incorporated by reference in this Statement, are excluded, and are not incorporated herein by reference.

SUMMARY TERM SHEET

This summary and the remainder of this Statement include information describing the Transaction involving Pulse, Parent and Merger Sub, how the Transaction affects you, what your rights are with respect to the Transaction as a Shareholder of Pulse, and the position of the Filing Persons as to the fairness of the Transaction to you. You are urged to read the entire Statement.

Purposes of the Transaction (Page 12)

Immediately prior to the Merger and following the consummation of the Investment, Parent will hold in excess of 80% of the outstanding shares of Common Stock. In accordance with the provisions of the PBCL and the terms of the Merger Agreement, the Filing Persons intend to cause Merger Sub, a wholly-owned subsidiary of Parent that was recently incorporated in Pennsylvania solely for the purpose of effecting the Merger, to merge with and into Pulse, with Pulse continuing as the surviving corporation and a wholly-owned subsidiary of Parent.

The primary purposes of the Transaction include providing the Shareholders with a source of liquidity at a fair value, providing Pulse with ready access to required capital in the form of the Investment and enabling Pulse to deregister its Common Stock from Section 12(g) of the Exchange Act and to suspend its filing obligations under Section 15(d) of the Exchange Act. The Merger Price represents a premium of 30.4% over the closing price of the Common Stock on the OTC Markets as of February 27, 2015, the last trading day prior to the public announcement of the Transaction. Upon the completion of the Transaction, the Shareholders will be provided with a source of liquidity that the current public markets do not provide. Further, the Transaction represents an opportunity for Pulse to continue to operate without the obligation and related expenses of compliance with public company reporting requirements. As a result of the Transaction, public ownership of the Common Stock will be eliminated, thereby reducing the significant administrative and financial burdens associated with remaining a public company.

Principal Terms of the Merger

Pursuant to SEC rules, the Filing Persons are obligated to file this Statement with the SEC at least 30 days prior to effecting the Transaction and distribute this Statement to the Shareholders at least 20 days prior to effecting the Transaction. The Transaction will take the form of the Investment immediately followed by the Merger, each as described below.

The Investment

As of February 28, 2015, Parent and affiliates of investment funds managed by Oaktree held 11,999,585 shares of Common Stock, representing approximately 68.7% of the issued and outstanding shares of Common Stock. Subject to the conditions set forth in the Merger Agreement, Parent or its affiliates will make the Loan to Pulse or one of its subsidiaries within 30 days of the date of the Merger Agreement on economic and other terms no less favorable to Pulse than the terms of Pulse’s existing Term B Loans pursuant to its existing credit agreement, subject to the execution of mutually acceptable definitive loan, guarantee or collateral documentation (and the satisfaction of certain other specified conditions precedent), in an aggregate principal amount equal to $8.5 million. The Loan transaction was consummated on March 30, 2015, pursuant to which Pulse received a cash loan in the amount of $8.5 million from Parent in exchange for the issuance by Pulse of a Promissory Note in the principal amount of $8.5 million.

At the closing of the Transaction, Parent will contribute to Pulse, or cause to be contributed, an amount of cash equal to $17.0 million less the principal amount of the Loan, in exchange for shares of Common Stock, and the Loan will convert into shares of Common Stock, in each case at a per share price equal to the Merger Price, subject to adjustment, such that Parent will own in excess of 80% of the outstanding shares of Common Stock. The Loan and the cash contribution are expected to provide Pulse with needed capital to address liquidity constraints it faces in, among other things, meeting obligations to customers and vendors and covering restructuring costs associated with management’s turnaround efforts.

The Merger

Immediately following the closing of the Investment, in accordance with Section 1924(b)(1)(ii) and Section 1924(b)(3) of the PBCL and the terms of the Merger Agreement: (a) Parent will cause Merger Sub to be merged with and into Pulse, (b) the separate corporate existence of Merger Sub will cease, and (c) Pulse will continue

its corporate existence under Pennsylvania law as the surviving corporation in the Merger and as a direct wholly-owned subsidiary of Parent. Under the PBCL, no action is required by the Shareholders for the Merger to become effective. Holders of Common Stock will not be entitled to vote their shares with respect to the Merger, but will be entitled to certain dissenters rights under the PBCL and the Merger Agreement.

Merger Price

As of the Effective Date, each share of Common Stock held by the Shareholders will be cancelled and automatically converted into the right to receive $1.50 in cash, without interest.

Outstanding Shares of Pulse’s Capital Stock; Treatment of Options, RSUs and Warrants; Ownership by the Parties

As of February 28, 2015, a total of 17,472,797 shares of Common Stock were outstanding. In addition, as of February 28, 2015, Pulse had outstanding options to purchase 117,490 shares of Common Stock at a weighted average exercise price of $11.42, 524,160 outstanding and unvested restricted stock units, and outstanding warrants to purchase 95,601 shares of Common Stock at a weighted average exercise price of $0.10. Because all options have an exercise price greater than the Merger Price, they will be terminated in connection with the Merger for no consideration. All restricted stock units of Pulse outstanding that have not vested will become fully vested and will be cancelled as of the effective time of the Merger, and the holder thereof will become entitled to receive, for each such restricted stock unit, $1.50 in cash, without interest. Warrants exercised in accordance with their terms prior to the effective time of the Merger will be exchanged for shares of Common Stock. On March 3, 2015, Oaktree exercised 65,855 warrants that it owned.

As of February 28, 2015, Parent and affiliates of investment funds managed by Oaktree beneficially owned 11,999,585 shares of Common Stock, representing approximately 68.7% of the outstanding shares of Common Stock. Pursuant to the terms of the Investment, Parent will acquire an additional 11,333,333 shares of Common Stock, raising its ownership above 80% of the outstanding shares of Common Stock.

Merger Sub does not currently hold any shares of capital stock of Pulse.

Payment for Shares

Instructions for surrendering your stock certificates will be set forth in a Letter of Transmittal and Notice of Dissenters Rights, which will include a formal notice of dissenters rights pursuant to the PBCL and will be mailed to shareholders of record within five business days following the Effective Date of the Merger. These documents should be read carefully. Please do not submit your stock certificates before you have received these documents. Any failure to comply with their terms will result in an irrevocable loss of such right. Shareholders seeking to assert their statutory right to dissent are encouraged to seek advice from legal counsel.

Source and Amount of Funds

The total amount of funds expected to be required to effect the Transaction is estimated to be approximately $26.0 million, which consists of (a) $17.0 million in connection with the Investment and (b) approximately $9.0 million to be paid to the Merger Price Recipients and holders of restricted stock units in connection with the Merger. The funds will be provided by Parent from its available cash resources. There are no financing conditions to the Transaction, or alternative financing plans.

Effects of the Merger (Page 16)

Completion of the Merger will have the following effects:

Conditions to the Merger

Each party’s obligation to complete the Loan and the Transaction is subject to the satisfaction or waiver (by each of Pulse, Parent and Merger Sub) of certain conditions, which include the following:

The obligation of Parent and Merger Sub to complete the Loan and the Transaction is subject to the satisfaction or waiver (by Parent and Merger Sub) of certain conditions, which include the following:

The obligation of Pulse to complete the Loan and the Transaction is subject to the satisfaction or waiver (by Pulse) of certain conditions, which include the following:

Position of Pulse as to the Fairness of the Transaction (Page 19)

The Board has concluded that the Transaction, including the Investment and the Merger, is both procedurally and substantively fair to the Shareholders. Kaj Vazales, the director designated to the Board by Oaktree, abstained from such decision. The Board based its conclusions primarily on the following factors:

In addition to the foregoing factors and analyses that support the Board’s belief that the Transaction is procedurally and substantively fair to the Shareholders, the Board has also weighed the following factors:

After giving due consideration to these factors, the Board concluded that none of these factors, alone or in the aggregate, is significant enough to outweigh the factors and analyses that the Board considered to support its belief that the Transaction is procedurally and substantively fair to the Shareholders.

Positions of the Oaktree Filing Persons as to the Fairness of the Transaction (Page 22)

Parent and Merger Sub have concluded that the Transaction, including the Investment and the Merger, is both procedurally and substantively fair to the Shareholders.

Opinion of Houlihan Lokey Capital, Inc. (Page 22)

In connection with the Transaction, at a meeting of the Special Committee on February 26, 2015, Houlihan Lokey rendered an oral opinion to the Special Committee (which was confirmed by a written opinion, delivered by Houlihan Lokey to the Special Committee and the Board on February 27, 2015), to the effect that, as of that date and based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in preparing its opinion, the Merger Price to be received by the Merger Price Recipients in the Merger was fair, from a financial point of view, to such recipients.

The summary of Houlihan Lokey’s opinion in this Statement is qualified in its entirety by reference to the full text of Houlihan Lokey’s written opinion, dated February 27, 2015, which is attached as Annex B to this Statement. You should read the opinion in its entirety for a discussion of the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in preparing its opinion. Houlihan Lokey’s opinion was directed to the Special Committee and the Board and only addressed the fairness from a financial point of view of the Merger Price to be received by the

Merger Price Recipients in the Merger and does not address any other aspect or implication of the Transaction. However, neither Houlihan Lokey’s opinion nor the summary of its opinion and the related analyses set forth in this Statement are intended to be, and do not constitute, advice or a recommendation to the Special Committee or the Board or any shareholder as to how to act with respect to the Merger or related matters.

Dissenters Rights (Page 33)

Under Subchapter D of Chapter 15 of the PBCL, holders of Common Stock are entitled to dissenters rights to obtain payment of the fair value of their shares of Common Stock in connection with the Merger. Shareholders who assert their dissenters rights in accordance with Subchapter D of Chapter 15 of the PBCL will not be entitled to surrender their shares of Common Stock for payment in the manner otherwise provided in the Merger Agreement. Within five business days following the Effective Date of the Merger, a Letter of Transmittal and Notice of Dissenters Rights, containing a formal notice of dissenters rights pursuant to, in accordance with, and constituting the requisite notice under, the PBCL, will be mailed to shareholders of record, which should be read carefully. If you would like to assert dissenters rights, you must comply with the procedures specified in these documents and in Subchapter D of Chapter 15 of the PBCL. A copy of Subchapter D of Chapter 15 of the PBCL is attached hereto as Annex C. Failure to comply with its terms may result in an irrevocable loss of such dissenters right. Shareholders seeking to assert their dissenters rights are encouraged to seek advice from legal counsel.

Where You Can Find More Information

Additional information regarding Pulse is available from its public filings with the SEC. See Item 2 “Subject Company Information” and Item 3 “Identity and Background of Filing Persons” beginning on pages 36 and 37, respectively, of this Statement.

SPECIAL FACTORS

Background of the Transaction

Oaktree has been Pulse’s principal equity owner and lender since November 2012, as has been previously publicly disclosed and as more fully set forth in this Statement. As an investor in Pulse, Oaktree has evaluated on an ongoing basis in the ordinary course of Oaktree’s business Pulse’s financial condition and prospects and Oaktree’s interest in, and intentions with respect to, Pulse and Oaktree’s investment in the securities of Pulse. Oaktree’s decision to undertake the Transaction arose out of that continuing evaluation.

As has been previously publicly disclosed, in order to address urgent liquidity constraints that Pulse was facing at the time, on November 7, 2012, Pulse, certain of its subsidiaries and certain affiliates of investment funds managed by Oaktree entered into (a) an agreement, as further amended, restated, supplemented or modified from time to time, to recapitalize Pulse (the “Investment Agreement”) and (b) an Amended and Restated Credit Agreement, as further amended, restated, supplemented or modified from time to time (the “Credit Agreement”), under which Oaktree became Pulse’s principal lender. The material terms of the Investment Agreement and the Credit Agreement have been previously disclosed pursuant to Pulse’s filings with the SEC.

Under the Investment Agreement and the Credit Agreement, Oaktree initially agreed to make investments in, and loans to, Pulse equal to approximately $103.5 million in the aggregate. The recapitalization occurred following notifications in September and October 2012 to Pulse by the New York Stock Exchange (“NYSE”) that Pulse was not in compliance with two of the NYSE’s continued listing standards, which require (a) companies whose total stockholders’ equity is less than $50.0 million to maintain an average global market capitalization over a consecutive 30 trading-day period of not less than $50.0 million (the “Capitalization Requirement”) and (b) any security listed on the NYSE to trade at a minimum average closing share price of $1.00 during any consecutive 30 trading-day period. At the time, Pulse believed that the recapitalization, together with other measures, could bring Pulse back into compliance with these requirements within the applicable time periods required by NYSE rules.

The recapitalization contemplated by the Investment Agreement and the Credit Agreement closed on November 20, 2012, and initially consisted of: (a) a $75.0 million senior secured Term A Loan; (b) an approximately $28.5 million secured Term B Loan issued in exchange for approximately $28.5 million principal amount, together with unpaid interest, of Pulse’s then outstanding 7% senior convertible notes due December 2014 (the “Senior Convertible Notes”) held by Oaktree; (c) the issuance to Oaktree of shares of Common Stock that, when included with Common Stock and warrants Oaktree already owned, represented approximately 49% of the outstanding Common Stock; and (d) the issuance to Oaktree of a warrant (the “Technitrol Warrant”) to purchase 19.9% of the common stock of Technitrol Delaware, Inc., a wholly-owned subsidiary of Pulse.

On January 22, 2013, following a special meeting of Pulse’s shareholders to approve certain amendments to Pulse’s articles of incorporation, including the authorization of 1,000 shares of Series A Preferred Stock (the “Series A Preferred Stock”), Pulse issued such Series A Preferred Stock to Oaktree in accordance with Pulse’s obligations under the Investment Agreement. In connection with such issuance, the Technitrol Warrant was terminated. The terms of the Series A Preferred Stock provided that in the event of the discharge of Pulse’s Senior Convertible Notes, the Series A Preferred Stock would automatically convert into such number of shares of Common Stock as would result in Oaktree having received 64.3795% of the equity of Pulse in connection with the Investment Agreement (on a fully diluted basis as of immediately following November 20, 2012 and without giving effect to shares of Common Stock and warrants owned by Oaktree prior to November 20, 2012).

On March 11, 2013, to eliminate concern about Pulse’s ability to meet its commitments to customers and vendors, Oaktree and Pulse entered into a letter agreement, which included an incremental term loan commitment of $23.0 million upon which Pulse had the right to draw if its Common Stock were delisted from the NYSE and the holders of Pulse’s Senior Convertible Notes were to require Pulse to repurchase such notes. Terms of the incremental term loan (which was never drawn) were to be identical to those of the Term A Loan made under the Credit Agreement on November 20, 2012. Additionally, Oaktree agreed to forbear from taking any action permitted to be taken under the Credit Agreement in connection with certain specified defaults, including defaults arising from any failure by Pulse to satisfy certain financial covenants of the loans thereunder, including leverage and minimum liquidity restrictions, through 2013. In consideration for the forbearance and additional commitment, Pulse agreed to adjust the conversion ratio for the Series A Preferred Stock held by Oaktree such that the total Common Stock to be

issued to Oaktree upon conversion of such Series A Preferred Stock would equal approximately 67.9% of Pulse’s outstanding Common Stock (on a fully diluted basis as of immediately following November 20, 2012 and without giving effect to shares of Common Stock and warrants owned by Oaktree prior to November 20, 2012).

On February 21, 2014, Pulse entered into agreements (the “Note Agreements”) with Angelo Gordon & Co., L.P., Cannell Capital LLC, Harber Capital, LLC, Oppenheimer & Co. Inc. and Wolverine Flagship Fund Trading Limited (the “Noteholders”), who were collectively holders of $20.7 million of principal amount of the Senior Convertible Notes, to exchange such Senior Convertible Notes held by the Noteholders for an aggregate of: (a) 1,107,400 shares of Common Stock; (b) $14.9 million of principal of new Term B Loans (which had the same terms as the Term B Loans issued in Pulse’s recapitalization transaction with Oaktree in November 2012); and (c) $2.1 million in cash. The $20.7 million in principal amount of the Senior Convertible Notes held by the Noteholders and exchanged in the exchange transactions represented approximately 93% of the then aggregate outstanding principal of the Senior Convertible Notes. The holders of the remaining outstanding $1.6 million Senior Convertible Notes were paid on May 1, 2014.

In connection with the entry into the Note Agreements, Oaktree and Pulse agreed to convert the Series A Preferred Stock held by Oaktree into Common Stock, as a result of which Oaktree became the owner of approximately 69.8% of the then outstanding Common Stock (including shares of Common Stock and warrants owned by Oaktree prior to November 20, 2012). Also in connection with the entry into the Note Agreements, and as previously disclosed, Pulse entered into an amendment to its Credit Agreement, which, in addition to providing for the new Term B Loans held by the Noteholders, also provided, among other things, for certain relief from Pulse’s financial covenants following the February 21, 2014 closing and for the waiver of certain existing specified defaults or events of default under the Credit Agreement (subject to the terms of such amendment). In consideration for the amendments, waivers and other agreements consented to by the lenders, Pulse paid Oaktree an amendment payment of 1.5% of the aggregate term loan principal held by Oaktree at the time, or approximately $1.8 million, which was paid in kind, and capitalized and added to the loan principal of Pulse’s outstanding Term A Loans and Term B Loans held by Oaktree on a pro rata basis.

On June 25, 2014, Pulse was notified by the NYSE that Pulse had again fallen below the NYSE’s Capitalization Requirement.

On September 25, 2014, after careful consideration, including, among other factors, the savings and benefits that would be expected to result from significantly reduced annual accounting and legal costs and administrative burdens associated with SEC reporting obligations and compliance with the Sarbanes-Oxley Act, as well as expected greater operational efficiencies that would be expected to allow Pulse to better focus on its business, the Board determined to voluntarily delist from the NYSE and deregister the Common Stock with the SEC. The decision to deregister was based on information received from Pulse’s transfer agent that Pulse had fewer than 300 holders of record, which would permit Pulse to suspend its reporting obligations in accordance with Rule 12h-3(b)(1)(i) under the Exchange Act. Kaj Vazales, the director designated to the Board by Oaktree, abstained from such decision.

In late October 2014, in an ordinary course discussion regarding Pulse’s operations and performance, members of management informed Mr. Vazales of their view that, in the wake of the deregistration announcement, a transaction demonstrating to the market the Board’s and management’s confidence in Pulse’s business plan and financial wherewithal to continue as a going concern would be of benefit to Pulse. On October 22, 2014, representatives of Oaktree, Pulse, Oaktree’s counsel at Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul, Weiss”), and Pulse’s counsel at Dentons US LLP (“Dentons”) convened to discuss potential alternatives available to Pulse. On the same day, subsequent to that call, Oaktree instructed Paul, Weiss to contact Dentons to discuss alternatives, including that if Pulse were interested in exploring a financing or other transaction with Oaktree, Oaktree would be open to such discussions.

On October 30, 2014, during a regularly scheduled meeting of the Board, the Board discussed possible transactions to demonstrate to the public confidence in Pulse, including a potential transaction with Oaktree. Mr. Vazales recused himself from such discussion. In the ensuing discussion, the Board determined to establish the Special Committee, consisting solely of independent and disinterested directors, to review and consider a potential transaction with Oaktree or third parties, and to negotiate and approve or reject any such transaction. The Board initially appointed John E. Major and Steven G. Crane to serve on the Special Committee, with Mr. Major serving as Chairman of the Special Committee. On November 14, 2014, the Special Committee engaged Latham as

independent counsel to advise the Special Committee in connection with any such potential transaction. The Special Committee also subsequently determined to engage Dechert LLP (“Dechert”) as its independent Pennsylvania legal counsel to work with Latham on matters pertaining to Pennsylvania law.

On November 25, 2014, representatives of Latham and Paul, Weiss had an introductory call. Paul, Weiss discussed the history of Oaktree’s investment in Pulse, and Latham informed Paul, Weiss that the Special Committee was considering alternatives, including a transaction with Oaktree, but that Pulse was also focused on operations as it entered the holiday season. In that regard, Latham asked Paul, Weiss whether Oaktree would consider selling its interest in Pulse, thereby facilitating a third party transaction. Paul, Weiss responded that Oaktree was not interested in such a transaction at this time. Latham informed Paul, Weiss that the Special Committee was considering the engagement of other advisors and that Latham expected to be back in touch in early 2015 to discuss next steps, if any.

Following Latham’s engagement by the Special Committee, Latham conducted detailed independence interviews with each member of the Special Committee. As a result of such interviews, further consideration had been given to the fact that Mr. Major had been suggested to the Board’s Governance Committee as a director candidate by Oaktree in early 2013. Although Mr. Major had no formal affiliation with Oaktree and the Board believed he was independent from Oaktree in all respects, out of an abundance of caution and to avoid any appearance of a lack of independence in the composition of the Special Committee, the Board decided to replace Mr. Major with Gary E. Sutton on the Special Committee, and named Mr. Sutton as Chairman of the Special Committee at a regularly scheduled meeting of the Board on December 18, 2014.

During that same meeting, on December 18, 2014, Pulse’s management informed the Board that Pulse was facing liquidity constraints. Management informed the directors that, among other concerns, a significant portion of Pulse’s approximately $60.0 million in payables to vendors was past due. This shortfall was especially acute given that during the period leading up to the Chinese New Year, which would occur in mid-February 2015, Pulse’s historical practice has been to pay down its vendor base and engage in a cash-intensive buildup of its inventory, in each case to ensure that Pulse will remain well-supplied during the slowdown that its vendor base experiences during this holiday and for the coming year. In addition, the liquidity constraints highlighted by management also restricted Pulse’s ability to cover the restructuring costs associated with management’s turnaround efforts, which contemplate the reorganization of Pulse into market-focused business units.

Mr. Vazales, on behalf of Oaktree, the principal equity and debt holder of Pulse, informed the Board at the December 18, 2014 meeting that these liquidity constraints were of great concern, and that Oaktree would be willing to consider a capital infusion into Pulse, subject to the negotiation of mutually agreeable terms. Mr. Vazales then recused himself from further Board discussion.

On January 5, 2015, following interviews with multiple potential financial advisors, the Special Committee engaged Houlihan Lokey to advise the Special Committee in connection with any potential transaction undertaken by Pulse. In determining to engage Houlihan Lokey, the Special Committee considered the firm’s reputation, experience, independence and ability to run a full strategic transaction and valuation process. Having conducted detailed independence interviews with the firm, the Special Committee was informed and understood that the Houlihan Lokey deal team had done no work for Pulse or Oaktree or otherwise had any financial or other interest in the parties or any potential transaction, but that other employees of Houlihan Lokey had handled certain matters for and on behalf of Oaktree, and that such work represented an immaterial amount of Houlihan Lokey’s total revenues.

On January 14, 2015, representatives of Latham, Paul, Weiss, Dechert, and Morgan, Lewis & Bockius LLP (“Morgan Lewis”), counsel to Oaktree with respect to Pennsylvania law matters, had a conference telephone call to discuss the structure of a potential transaction between Pulse and Oaktree and related duties of the Special Committee and the Board under applicable law.

During the month of January 2015, the Special Committee held several telephonic meetings with representatives from its legal and financial advisors to discuss a potential transaction with Oaktree, as well as potential alternative financing and/or sale transactions in an effort to maximize value to the Shareholders.

At a meeting of the Special Committee on January 21, 2015, representatives of Houlihan Lokey provided the Special Committee with their preliminary analysis with respect to Pulse’s valuation. The representatives of Houlihan Lokey advised the Special Committee that due to Oaktree’s status as majority owner of Pulse’s outstanding equity

and debt securities, any alternative transaction with potential investors other than Oaktree would be subject to the consent and approval of Oaktree, thus hindering any alternative transaction with a third party in light of Oaktree’s stated position that it was not interested in selling its interest in Pulse. Given Pulse’s liquidity constraints, the Special Committee determined that consummating a transaction with Oaktree would likely be the most beneficial means of providing needed financing to Pulse and maximizing value and liquidity for the Shareholders. Based on such advice, the Special Committee determined to approach Oaktree to solicit the terms on which it would be willing to provide a capital infusion into Pulse.

On January 21, 2015, the Special Committee sent Mr. Vazales an email requesting that Oaktree formally submit a proposal with respect to a potential transaction. Following this request, Oaktree held internal meetings and consulted with its advisors to determine the terms of its proposal, and on January 22, 2015, Oaktree presented to the Special Committee a written proposal. Such proposal provided for a $17.0 million equity infusion into Pulse, to address stretched accounts payable balances and restructuring costs, in exchange for newly issued shares of Common Stock. As part of Pulse’s overall cost savings and turnaround efforts, Oaktree noted in its letter that Oaktree would require a rationalization of Pulse’s capital structure, with Oatkree becoming Pulse’s 100% equity owner. Given the costs of Pulse remaining a public company, the lack of liquidity in the public markets available to Pulse’s minority shareholders, Pulse’s inability to easily access sources of liquidity in the capital markets other than Oaktree and the anticipated ability of Pulse’s management to more efficiently execute on its turnaround plans for Pulse were it to be a private company, Oaktree viewed ownership by it of 100% of Pulse’s equity as a necessary requirement to funding more capital into Pulse. Oaktree’s initial proposal included a $1.20 per share price for the Common Stock not owned by Oaktree. Oaktree’s proposal contemplated a capital infusion immediately followed by a short-form merger of a merger subsidiary controlled by Oaktree with and into Pulse, which would result in Oaktree obtaining 100% of the equity of Pulse, and was not subject to the completion of any further due diligence of Pulse or any conditions.

On January 26, 2015, the Special Committee responded to Oaktree’s January 22, 2015 letter thanking Oaktree for its proposal and stating its belief that Oaktree’s proposed offer was inadequate. In particular, the Special Committee, via Latham, communicated to Oaktree via Paul, Weiss, that Oaktree’s proposal was inadequate in price and that it lacked certain structural protections, such as approval by a majority of the minority Shareholders.

Following this letter, on January 30, 2015, Mr. Vazales, representatives of Houlihan Lokey and members of the Special Committee had a meeting to discuss Houlihan Lokey’s preliminary analysis with respect to Pulse’s valuation. On a call on January 31, 2015 between Mr. Vazales and the Special Committee, Mr. Vazales verbally increased Oaktree’s offer to $1.45 per share.

Later that day, on January 31, 2015, in an email to Mr. Vazales, the Special Committee countered with a price of $1.50 per share. On February 2, 2015, in a new letter to the Special Committee, Oaktree agreed to increase its proposal to such price, subject to agreement on the structural terms of the transaction initially proposed by Oaktree, including the deletion of the majority of the minority vote requirement, and the negotiation of definitive documentation.

At a meeting of the Special Committee on February 2, 2015 following receipt of such letter, the Special Committee determined to accept such offer, subject to negotiation of definitive documentation, based on (a) the preliminary analysis of representatives of Houlihan Lokey as to Pulse’s valuation, and the fact that the price offered by Oaktree compared favorably to the estimates provided therein, (b) the belief that the Oaktree proposal presented the best alternative available to Pulse and its various constituencies and (c) the belief that the increased Merger Price of $1.50 per share, which represented a premium of 40.2% over the most recent closing price of the Common Stock on the OTC Markets as of January 30, 2015, outweighed the lack of certain structural protections initially sought by the Special Committee considering the totality of the circumstances, including Pulse’s liquidity constraints and immediate need for financing.

On February 3, 2015, Paul, Weiss sent Latham a draft Merger Agreement, which contemplated a transaction structured as described in Oaktree’s January 22, 2015 letter to Pulse. On February 5, 2015, Latham provided Paul, Weiss with certain comments to the draft agreement.

Also in early February 2015, in the course of preparing for the transaction and discussions with Pulse’s transfer agent, Pulse became aware of new information that the transfer agent may have incorrectly reported that Pulse had fewer than 300 holders of record at the time Pulse filed to deregister its Common Stock. Pulse completed its analysis

during mid-February 2015, and determined that the information provided by the transfer agent had been incorrect. Therefore, on February 23, 2015, Pulse formally withdrew its SEC filings pursuant to which Pulse had deregistered its Common Stock and resumed compliance with the applicable reporting requirements of the Exchange Act.

On February 10, 2015, representatives of Paul, Weiss and Latham had a call to discuss the draft Merger Agreement in light of the potential requirement that Pulse withdraw its deregistration filings. It was determined that if Pulse were indeed a public registrant, a delay between the signing and closing of the transaction would be required pursuant to Rule 13e-3 under the Exchange Act. Latham informed Paul, Weiss that if a delayed closing was required, the Special Committee would require the inclusion of a “fiduciary out” provision in the event the Special Committee were to be presented with a superior proposal between signing and closing of the transaction.

As a result of Pulse’s analysis of the number of its record holders and the potential for withdrawal of the deregistration of its Common Stock, on February 16, 2015, Mr. Vazales sent the Special Committee an email that in light of the likely delay and consequent increased costs and risks associated with consummating a transaction, Oaktree would need to reevaluate the appropriateness of the $1.50 per share price. Mr. Vazales also noted that Oaktree’s instructions to its counsel were to continue to work with the Special Committee’s advisors to otherwise finalize definitive agreements as soon as possible.

On February 13, 2015, Paul, Weiss sent Latham a revised draft of the Merger Agreement. The draft provided for a staggered signing and closing, and provided a commitment of Oaktree to make a new Term B Loan, governed by the Credit Agreement, to Pulse in the pre-closing period, in order to address Pulse’s capital needs and which would convert to equity in connection with the closing. The draft included a customary provision prohibiting Pulse from soliciting, encouraging or entering into any negotiation, discussion or agreement with any third party with respect to the sale of equity of Pulse or its subsidiaries or all or any material portion of their assets. The draft provided, however, that Pulse and its representatives would be permitted, prior to the closing of the transactions contemplated by the draft Merger Agreement, to engage in discussions and negotiations with, or provide any nonpublic information or data to, any third person in response to an unsolicited bona fide written acquisition proposal by such third person made after the date of the agreement and which the Special Committee concluded in good faith would be reasonably likely to lead to a superior proposal (based on the implied price per share of the Common Stock and considering all financial, legal, regulatory and other aspects of the third party offer) and if the Special Committee concluded in good faith (after consultation with outside legal counsel) that failure to engage in discussions and negotiations or provide any nonpublic information or data would be inconsistent with its duties under applicable law. In connection with the receipt of any such acquisition proposal, Pulse would be required to provide Oaktree with a copy of such proposal within 24 hours of receipt of such proposal and all nonpublic information or data provided to such third person. For such purposes, an acquisition proposal meant the acquisition of 100% of the outstanding shares of capital stock of Pulse (and, indirectly, its subsidiaries) or the acquisition of all or substantially all of Pulse’s consolidated assets. If Pulse determined to terminate the agreement to accept a superior proposal, Pulse would be required to reimburse all of Oaktree’s fees, costs and expenses incurred in connection with the proposed Oaktree transaction as liquidated damages.

On February 16, 2015, Latham sent Paul, Weiss comments to the draft Merger Agreement. Among other things, the threshold for an acquisition proposal that could constitute a superior proposal on the terms set forth in the Merger Agreement was reduced from 100% of Pulse’s outstanding equity to 80%. The Latham draft also provided that the new Oaktree Term B Loan would be required to be issued no later than five business days following the execution of the agreement.

On February 18, 2015, Paul, Weiss sent a revised draft of the Merger Agreement to Latham, which accepted the reduction of the acquisition proposal threshold to 80%. The revised draft also provided that the pre-closing loan committed by Oaktree could be secured or unsecured, at Oaktree’s election, and would be on economic terms substantially similar to the economic terms of the Term B Loans made under the Credit Agreement. In addition, the draft provided that to the extent such loans were not made prior to the 45^th day following signing, Oaktree would contribute equity to Pulse in the form of preferred stock on economic terms substantially similar to the economic terms of the Term B Loans made under the Credit Agreement.

On February 19, 2015, Latham sent Paul, Weiss comments to the draft Merger Agreement. Among other things, Latham’s draft provided that Oaktree would be required, subject to agreement on definitive loan documentation, to make the new loans within 30 days following signing on economic and other terms no less favorable to Pulse than the terms of the Term B Loans made under the Credit Agreement.

Between February 20 and February 27, 2015, Latham and Paul, Weiss finalized negotiation of the Merger Agreement, including the structure under which the new loans would be made and, at closing, equity contributed, and the terms under which such loans and equity would convert to Common Stock at closing. On February 27, 2015, Oaktree confirmed via Paul, Weiss the $1.50 per share price for the Common Stock not owned by Oaktree. Dentons, Latham and Paul, Weiss also finalized the terms of certain consents and waivers that would be sought from the lenders under the Credit Agreement in connection with the transactions contemplated by the Merger Agreement and Pulse’s compliance with the maximum secured leverage ratio under the Credit Agreement with respect to the 2015 test period end dates.

On February 26, 2015, the Special Committee held a special meeting to consider the transactions contemplated by the Merger Agreement. In advance of the meeting, the Special Committee received a copy of the Merger Agreement and related documents, as well as a financial analysis by Houlihan Lokey concerning the Merger. At the meeting, Latham reviewed the terms of the Merger Agreement and the directors’ duties under applicable law. In addition, Houlihan Lokey presented its financial analysis of the Merger. The presentation included Houlihan Lokey’s oral opinion, later confirmed in writing, to the effect that, as of the date of such opinion, the Merger Price to be paid to the Merger Price Recipients was fair, from a financial point of view, to such recipients. Following discussion with its legal and financial advisors, the Special Committee unanimously resolved that the Merger and the other transactions contemplated by the Merger Agreement were advisable, fair to, and in the best interests of Pulse and the Shareholders. The Special Committee further unanimously resolved to recommend to the Board the approval of the transactions contemplated by the Merger Agreement, including the Investment and the Merger.

On February 27, 2015, the Board held a special meeting to consider the transactions contemplated by the Merger Agreement. In advance of the meeting, the Board received a copy of the Merger Agreement and related documents, as well as a financial analysis by Houlihan Lokey concerning the Merger. At the meeting, Latham reviewed the terms of the Merger Agreement and the directors’ duties under applicable law. In addition, Houlihan Lokey presented its financial analysis of the Merger. The presentation included Houlihan Lokey’s delivery of its written opinion to the Special Committee and the Board to the effect that, as of the date of such opinion, the Merger Price to be paid to the Merger Price Recipients was fair, from a financial point of view, to such recipients. Following discussion with its legal and financial advisors, and having considered the recommendation of the Special Committee, the Board, other than Mr. Vazales, who recused himself from the discussion and who abstained from the vote, unanimously approved the terms of the Merger Agreement and the transactions contemplated thereby, including, without limitation, the Investment and the Merger, and authorized Pulse to enter into and perform its obligations under the Merger Agreement.

During the course of the day on February 27, 2015, the parties and their advisors finalized the draft of the Merger Agreement, which was executed and delivered by the parties on February 28, 2015. In connection with the entry into the Merger Agreement, the lenders under the Credit Agreement have been asked, among other things, to consent to Pulse’s execution of the Merger Agreement and consummation of the transactions described therein or contemplated thereby, and to waive Pulse’s compliance with Section 7.11(a) (Maximum Secured Leverage Ratio) of the Credit Agreement with respect to the 2015 test period end dates. Parent has agreed to cause its affiliated lenders (collectively holding a majority of the sum of Pulse’s outstanding term loans under the Credit Agreement) to provide such waivers and consents.

On March 2, 2015, prior to the opening of the financial markets, Pulse issued a press release announcing the Transaction.

On March 30, 2015, the Loan was consummated, whereby Pulse received a cash loan in the amount of $8.5 million in exchange for the issuance by Pulse of a Promissory Note in the principal amount of $8.5 million to Parent.

Purposes, Alternatives and Reasons of Pulse for the Transaction and Effects of the Transaction

Purposes

The primary purposes of Pulse for the Transaction include providing the Shareholders with a source of liquidity at a fair value, providing Pulse with needed financing to address its liquidity constraints in the form of the Investment and enabling Pulse to deregister its Common Stock from Section 12(g) of the Exchange Act and to suspend its filing obligations under Section 15(d) of the Exchange Act. The Merger Price represents a premium of 30.4% over the closing price of the Common Stock on the OTC Markets as of February 27, 2015, the last trading day prior to the public announcement of the Transaction. Upon the completion of the Transaction, the Shareholders will be provided

with a source of liquidity that the current public markets do not provide. Further, the Transaction represents an opportunity for Pulse to address immediate obligations to vendors, move forward with management’s planned restructuring of the Company into market-focused business units, and take advantage of future cost-savings as a result of being able to continue to operate without the obligation to comply with public company reporting requirements. As a result of the Transaction, public ownership of the Common Stock will be eliminated, thereby reducing the significant administrative and financial burdens associated with remaining a public company.

The investment of Pulse’s shareholders in the Common Stock is relatively illiquid. On October 6, 2014, Pulse filed to voluntarily delist its Common Stock from the NYSE because Pulse was not able to meet the minimum standards established by the NYSE for continued listing of the Common Stock (the “Delisting”). From October 16, 2014 (the date that such Delisting became effective) to February 27, 2015 (the last trading day prior to the public announcement of the Transaction), the average daily trading volume of the Common Stock on the OTC Markets was approximately 15,825 shares per day. As a result, the public markets provide a limited and relatively illiquid market for the Common Stock, and Pulse believes there is little likelihood that a more active market will develop in the foreseeable future. Due to the thinly traded market for the Common Stock, it may be difficult for the Shareholders to cash-out without further adversely affecting the market price of the Common Stock. Further, the sales price of the Common Stock has steadily declined over the past twelve months, and has consistently traded near $1.00 per share for the start of fiscal year 2015. Given the limited liquidity of the Shareholders’ investment and a relatively thin trading market of the Common Stock, the Transaction provides an opportunity for the Shareholders to recognize value for their investment at a premium to the market value of the Common Stock. The Transaction described in this Statement will allow the Shareholders to liquidate their holdings at a fair value without transaction costs.

At the time of the Delisting, Pulse believed that there was no material benefit from Pulse continuing as a public company. Accordingly, on each of October 16, 2014 and December 29, 2014, Pulse filed a Form 15 (together, the “Original Form 15 Filings”) with the SEC to deregister its Common Stock from Section 12(g) of the Exchange Act and to suspend its filing obligations under Section 15(d) of the Exchange Act. Based on information received from its transfer agent, Pulse believed it had less than 300 holders of record of Common Stock at the time of the Original Form 15 Filings. However, Pulse later became aware of new information that the transfer agent may have incorrectly reported that Pulse had fewer than 300 holders of record at the time Pulse filed to deregister its Common Stock, and upon analyzing such information, Pulse determined that there were in excess of 300 holders of record of the Common Stock at the time of the Original Form 15 Filings. Therefore, on February 23, 2015, Pulse formally withdrew its SEC filings pursuant to which Pulse had deregistered its Common Stock and resumed compliance with the applicable reporting requirements of the Exchange Act.

Notwithstanding this unsuccessful attempt at deregistration of its Common Stock, Pulse continues to believe that Pulse and its shareholders derive no material benefit from Pulse continuing as a public company. As long as the Common Stock remains registered under Section 12(g) of the Exchange Act and Pulse has filing obligations under Section 15(d) of the Exchange Act, Pulse is required to comply with the disclosure and reporting requirements under the Exchange Act. However, in light of Pulse’s current size, ownership base and liquidity constraints, Pulse does not believe that the costs of remaining public are justified, nor does Pulse believe that Pulse’s shareholders are benefiting from public ownership of the Common Stock. Furthermore, Pulse continues to believe that it is in Pulse’s best interests to eliminate the administrative and financial burdens associated with being and remaining a public company.

There are considerable costs and burdens to Pulse in remaining a public reporting company. The costs of complying with the reporting requirements of the Exchange Act are substantial, and together with other incremental costs associated with being a public company, represent an estimated annual cost of approximately $1.6 million. On an annual basis, the incremental costs of being a public company are approximately:

(1) auditors – $850,000;

(2) legal fees – $100,000;

(3) preparation (including staffing expenses), printing, distribution and/or filing of proxy statement, annual report, press releases and other SEC filings – $500,000;

(4) directors’ and officers’ insurance – $100,000;

(5) stock transfer agent services – $15,000; and

(6) other miscellaneous costs – $35,000.

These amounts are estimates, and the actual savings to be realized upon going private may be higher or lower than anticipated. In addition to the direct costs incurred, management and employees are required to devote significant time and energy to preparing the periodic reports required of publicly traded companies under the Exchange Act. After completing the Transaction, Pulse will eliminate or reduce many of these direct and indirect costs. Thus, in addition to the direct annual savings expected to be realized following the Transaction, Pulse expects that its management and employees will be able to focus more of their time and effort on the operation of the business.

In view of the fact that Pulse has ongoing liquidity constraints, including with respect to its obligations to customers and suppliers and to implement management’s turnaround plans for the Company, the Transaction presents an opportunity to fund Pulse’s operations in the intermediate term and reduce operating costs by deregistering its Common Stock with the SEC. Additionally, the Transaction will provide the Shareholders with a source of liquidity with respect to their shareholdings, which are relatively illiquid as the Common Stock remains delisted from the NYSE, at a price representing a premium to the market value of the Common Stock. Accordingly, for these reasons and because the Shareholders will be entitled to dissenters rights under Subchapter D of Chapter 15 of the PBCL and the Merger Agreement, Pulse believes that effecting the Transaction is in the best interest of Pulse and the Shareholders.

On February 27, 2015, the Board, based upon the unanimous recommendation of the Special Committee comprised solely of independent and disinterested directors, approved the Transaction pursuant to the terms and conditions of the Merger Agreement. Kaj Vazales, the director designated to the Board by Oaktree, abstained from such decision.

Alternatives

The Special Committee and the Board believe that effecting a going private transaction via a short-form merger between Pulse and Merger Sub under Section 1924(b)(1)(ii) and Section 1924(b)(3) of the PBCL is the quickest and most cost-effective way to provide value and liquidity to the Shareholders and for Oaktree to acquire the outstanding minority equity interest in Pulse. In the months leading up to the Transaction, the Special Committee engaged Houlihan Lokey to evaluate the Transaction and consider alternatives to the Transaction. The Special Committee and the Board, with advice from their advisors, considered and rejected alternatives to the going private transaction, as set forth below, and determined that effecting the Merger through the Transaction as set forth in this Statement is in the best interests of Pulse and its shareholders:

reorganization of Pulse would be expected to involve significant time and expense, and the Shareholders would not likely receive anything for their shares in a bankruptcy reorganization. In addition, certain customers and suppliers of Pulse may not continue to work with Pulse in the event of a bankruptcy reorganization.

Pulse believes that effecting the Transaction in the manner set forth herein is the quickest and most cost-effective way for Pulse to receive required financing and to realize an equitable and fair result for Shareholders to receive liquidity in respect of their Common Stock.

Reasons

In determining whether to effect the Transaction, the Board considered the following factors to be the principal benefits of taking Pulse private:

Many of the factors set forth above have been present in Pulse’s history for some time, including at the time of the Delisting. Since November 2012, Oaktree has been virtually the sole source of financing to assist Pulse in resolving its liquidity and operational challenges as explained in more detail above under the heading “Background of the Transaction” beginning on page 7 of this Statement. Despite these and other efforts taken by Pulse, Pulse has not been able to solve its continued liquidity constraints and operational difficulties. The Board has determined that the Transaction is the most fair and efficient action to take at this time that will have the greatest benefit for Pulse and the Shareholders.

The Special Committee and the Board also weighed a variety of risks and other potentially negative factors for the Shareholders concerning the Transaction, including that:

As discussed in more detail above, the Board believes that effecting the Transaction in the manner set forth herein is the quickest and most cost-effective way for Oaktree to provide needed financing to Pulse, to provide liquidity to the Shareholders for their shares of Common Stock and to enable Pulse to deregister its Common Stock from Section 12(g) of the Exchange Act and to suspend its filing obligations under Section 15(d) of the Exchange Act. The Board has determined, after consultation with Pulse’s management and advisors, that the suspension of Pulse’s filing and other obligations under the Exchange Act could potentially achieve cost savings of approximately $1.6 million per year, and that there was not otherwise any material benefit from Pulse continuing as a public company. Such estimated cost savings, in light of Pulse’s ongoing liquidity constraints, weighed in favor of effecting the Transaction.

Therefore, after considering, evaluating and pursuing alternatives to strengthen Pulse’s financial viability, the Board concluded that the advantages of continuing to operate Pulse as a majority-owned, public company are significantly outweighed by the disadvantages. This going private transaction is structured as a short-form merger under Section 1924(b)(1)(ii) and Section 1924(b)(3) of the PBCL. This form of merger allows the Shareholders to receive cash for their shares of Common Stock quickly and allows Oaktree to acquire all of the outstanding interest in Pulse without any action by the Shareholders.

Effects

General

Following the completion of the Investment, the Merger will be effected in accordance with Section 1924(b)(1)(ii) and Section 1924(b)(3) of the PBCL as follows: (a) Merger Sub will be merged with and into Pulse, (b) the separate corporate existence of Merger Sub will cease, and (c) Pulse will continue its corporate existence under Pennsylvania law as the surviving corporation in the Merger and as a direct wholly-owned subsidiary of Parent. At that time, Pulse will cease being a public reporting company, the Common Stock will no longer be publicly traded on the OTC Markets and upon filing a Form 15 with the SEC, the registration of the Common Stock under the Exchange Act will be terminated and Pulse’s filing obligations under the Exchange Act will be suspended.

Upon the completion of the Merger, the Shareholders will no longer be entitled to income generated by Pulse’s operations and any future increase in Pulse’s equity value, and will also not realize the benefit in the projected savings in no longer being a public company. Similarly, however, the Shareholders will no longer bear the risk of losses generated by Pulse’s operations and any decrease in the equity value of Pulse after the Merger.

The Minority Shareholders

The Shareholders are those shareholders of Pulse who are not affiliated with the Filing Persons. The securities held by the directors and officers of Pulse, some of whom are also officers and/or directors of Oaktree, will be treated no differently than the securities of the Shareholders. For information regarding the securities of Pulse held by the directors and officers of Pulse, see “Item 11. Interest in Securities of the Subject Company” beginning on page 40 of this Statement.

As a result of the Transaction, the Shareholders will receive the Merger Price per share, in cash, for their shares of Common Stock. Upon effectiveness of the Merger, the Shareholders will no longer have any equity interest in, and will not be shareholders of, Pulse and therefore will not participate in Pulse’s future earnings and potential growth and will no longer bear the risk of any decreases in the value of Pulse. All of the Shareholders’ other incidents of stock ownership, such as the right to vote on certain corporate decisions, to elect directors, to receive distributions, if any, upon the liquidation of Pulse, and to be entitled to certain dissenters rights upon certain mergers or consolidations of Pulse (other than such dissenters rights as may be properly asserted in connection with the Merger) will be extinguished upon completion of the Merger. In addition, the receipt of the payment of the Merger Price for shares of Common Stock will be a taxable transaction for federal income tax purposes. See “Material United States Federal Income Tax Consequences” beginning on page 34 of this Statement. The Shareholders will gain immediate liquidity, in the form of the Merger Price, in place of an ongoing equity interest in Pulse. However, the Shareholders will be required to surrender their shares of Common Stock involuntarily in exchange for the Merger Price and will not have the right to liquidate such shares at a time and for a price of their choosing.

Upon completion of the Merger, the Shareholders will also not bear the risks of potential decreases in the value of their holdings in Pulse or any downturns in Pulse’s future performance. Instead, the Shareholders will have liquidity, in the form of the Merger Price, in place of an ongoing equity interest in Pulse. In summary, if the Merger becomes effective, the Shareholders will have no ongoing rights as shareholders of Pulse (other than statutory dissenters rights in the case of Shareholders who are entitled to and properly assert such rights under Subchapter D of Chapter 15 of the PBCL). See “Dissenters Rights” beginning on page 33 of this Statement.

Oaktree

Upon consummation of the Merger, Merger Sub will merge with and into Pulse, with Pulse continuing as the surviving corporation, and Merger Sub will cease to exist. Upon consummation of the Merger, Parent will become the owner of 100% of the equity of the Company. Parent has no direct interest in Pulse’s net operating losses, foreign tax credit carry forwards and research and development credit carry forwards referenced in Pulse’s Annual Report on Form 10-K for its fiscal year ended December 26, 2014 but, as sole equity owner of Pulse upon consummation of the Merger, will indirectly own all such net operating losses and carry forwards.

The Common Stock

Once the Merger is effective, the registration of the Common Stock under the Exchange Act will be terminated and trading in the Common Stock on the OTC Markets will cease. As a result, Pulse will no longer be required to file annual, quarterly and other periodic reports with the SEC under Section 13(a) of the Exchange Act and will no longer be subject to the proxy rules under Section 14 of the Exchange Act. In addition, the Filing Persons will no longer be subject to reporting requirements regarding their ownership of Common Stock under Section 13 of the Exchange Act or to the requirement under Section 16 of the Exchange Act to disgorge certain profits from the purchase and sale of Common Stock.

Company Options, Restricted Stock Units and Warrants

As of February 28, 2015, Pulse had outstanding options to purchase 117,490 shares of Common Stock, all of which had an exercise price above the Merger Price, 524,160 outstanding and unvested restricted stock units, and outstanding warrants to purchase 95,601 shares of Common Stock at a weighted average exercise price of $0.10. Because all outstanding options have an exercise price greater than the Merger Price, they will be terminated in connection with the Merger for no consideration. All outstanding and unvested restricted stock units will become fully vested and will be cancelled as of the effective time of the Merger, and the holder thereof will become entitled to receive, for each such restricted stock unit, the Merger Price, in cash. Warrants exercised in accordance with their terms prior to the effective time of the Merger will be exchanged for shares of Common Stock. On March 3, 2015, Oaktree exercised 65,855 warrants that it owned.

Directors

It is currently expected that the Board of Pulse as the surviving corporation in the Merger will be restructured after the Merger and once Pulse is no longer a public company.

Plans after the Merger

In connection with the Merger, Pulse’s management expects to review, together with the Board and Oaktree, Pulse and its assets, corporate structure, capitalization, operations, properties, policies, management and personnel to determine what changes, if any, would be desirable following the Merger in order to improve the business and operations of Pulse. The transactions contemplated may include merger, reorganization, liquidation, purchase, sale and transfer of a material amount of assets. Although Pulse from time to time engages in discussions with third parties regarding strategic transactions, the Filing Persons do not currently have any commitment or agreement with respect to any such transaction. The Filing Persons expressly reserve the right to make any changes to Pulse that they deem necessary or appropriate in light of their review or in light of future developments.

Conditions to the Merger

Each party’s obligation to complete the Loan and the Transaction is subject to the satisfaction or waiver (by each of Pulse, Parent and Merger Sub) of certain conditions, which include the following:

The obligation of Parent and Merger Sub to complete the Loan and the Transaction is subject to the satisfaction or waiver (by Parent and Merger Sub) of certain conditions, which include the following:

The obligation of Pulse to complete the Loan and the Transaction is subject to the satisfaction or waiver (by Pulse) of certain conditions, which include the following:

Position of Pulse as to the Fairness of the Transaction

The Board has concluded that the Transaction, including the Merger, is both procedurally and substantively fair to the minority Shareholders of Pulse. In reaching its determination that the terms of the Transaction, including the Merger, are fair to the Shareholders, the Board considered the factors set forth below, which constitute all of the material factors considered by the Board in making its determination.

Shareholders to sell blocks of Common Stock without further adversely impacting the trading price. The Board believes that the immediate liquidity and cash consideration that would result from the Merger would be beneficial to the Shareholders whose ability to sell their Common Stock has been adversely affected by the lack of liquidity.

As a result of the foregoing factors, the Board believes that the Transaction is procedurally and substantively fair to the Shareholders.

In addition to the foregoing factors and analyses that support the Board’s belief that the Transaction is procedurally and substantively fair to the Shareholders, the Board has also weighed the following factors:

After giving due consideration to these factors, the Board has concluded that none of these factors, alone or in the aggregate, is significant enough to outweigh the factors and analyses that the Board has considered to support its belief that the Transaction is procedurally and substantively fair to the Shareholders.

Except as otherwise set forth below under “Reports, Opinions, Appraisals and Negotiations” beginning on page 22 of this Statement with respect to the opinion delivered to the Special Committee and the Board by Houlihan Lokey, the Board did not rely upon a net book value analysis, a going concern value analysis, a liquidation value analysis or any other valuation analysis in reaching its determination that the Transaction is procedurally and substantively fair to the Shareholders. Pulse’s unaudited net book value, which is defined as total assets minus total liabilities, as of December 26, 2014 was $(78.2) million. Net book value does not take into account the future prospects of Pulse, market conditions, trends in the electronic components manufacturing industry or the business risks inherent in Pulse’s operation. In the view of the Board and based on the advice from representatives of Houlihan Lokey, neither the Special Committee nor the Board relied upon (a) a net book value analysis as Pulse’s net book value as of December 26, 2014 was negative or (b) a liquidation value analysis as Pulse is considered to be a viable going concern where value is derived from cash flows generated from its continuing operations, and because Pulse will continue to operate its business following the Transaction.

The Board’s analysis with respect to the procedural and substantive fairness of the Transaction relied heavily on the fact that the Transaction has been evaluated and negotiated on behalf of Pulse and the Shareholders by the Special Committee, which is comprised solely of independent and disinterested directors, and that the Special Committee has received an opinion from its independent financial advisor that, as of the date of such opinion, the Merger Price was fair, from a financial point of view, to the Merger Price Recipients. In view of the number and wide variety of other factors considered in connection with making the determination as to the fairness of the Transaction, and the complexity of these matters, the Board did not find it practicable to, nor did they attempt to, quantify, rank or otherwise assign relative weights to the other specific factors considered.

The Board has not considered any factors, other than as stated above, regarding the fairness of the Transaction to the Shareholders, as it is their view that the factors they considered provided a reasonable basis to form their belief.

Purposes, Alternatives and Reasons of the Oaktree Filing Persons for the Transaction

We refer to Parent and Merger Sub, collectively, as the “Oaktree Filing Persons.” Under the SEC rules governing “going-private” transactions, the Oaktree Filing Persons are deemed to be affiliates of Pulse and, therefore, are required to express their reasons for the Transaction to the Shareholders. The Oaktree Filing Persons are making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. Merger Sub’s purpose is to effectuate the transactions contemplated by the Merger Agreement. For Parent, the purpose of the Merger is for Parent to acquire all of the equity of the Company, in a transaction in which the Shareholders will be cashed out for $1.50 per share, so Parent will bear the rewards and risks of the ownership of Pulse after shares of Common Stock cease to be publicly traded. Parent also seeks to limit the considerable costs and burdens to Pulse of remaining a public reporting company. In addition, Parent seeks to position Pulse to better manage its impending liquidity requirements arising from interest on the Term A Loans and on the Term B Loans under Pulse’s Credit Agreement converting from payable-in-kind to cash pay after November 2015. The Transaction will afford Parent and Pulse greater flexibility to address the liquidity issues resulting from the change to cash pay interest. The Oaktree Filing Persons did not consider alternatives to the Transaction, other than a reorganization of the Company under Chapter 11 of the U.S. Bankruptcy Code. However, a bankruptcy reorganization of Pulse would be expected to involve significant time and expense, and the Shareholders would likely receive no value for their shares in a bankruptcy reorganization in light of Pulse’s debt burden.

The Oaktree Filing Persons are undertaking the Transaction at this time due to Pulse’s liquidity constraints and Pulse’s request for additional capital. Although the reasons of the Oaktree Filing Persons disclosed in this section have existed for a period of time, it was not until the beginning of this year that Pulse’s liquidity constraints created a pressing need for a capital infusion. The Oaktree Filing Persons have no current plans, proposals or negotiations which relate to or would result in an extraordinary corporate transaction involving Pulse’s corporate structure, business or management, such as a merger, reorganization, liquidation, relocation of any operations, or sale or transfer of a material amount of assets, or the incurrence of any indebtedness except as described in this Statement. The

Oaktree Filing Persons expect, however, that in anticipation of and following the proposed Merger, the Oaktree Filing Persons will continuously evaluate and review Pulse’s business and operations, including exploring the possibility of making additional acquisitions in the industries in which Pulse operates. The Oaktree Filing Persons expressly reserve the right to make any changes to Pulse that they deem necessary or appropriate in light of their review of Pulse or in light of future developments.

Positions of the Oaktree Filing Persons as to the Fairness of the Transaction

Under the SEC rules governing “going-private” transactions, the Oaktree Filing Persons are deemed to be affiliates of Pulse and, therefore, are required to express their beliefs as to the fairness of the Transaction to the Shareholders. The Oaktree Filing Persons are making the statements included in this section solely for the purpose of complying with such requirements. The Oaktree Filing Persons’ views as to the fairness of the Transaction should not be construed as a recommendation to any shareholder as to whether any shareholder should exercise its dissenters’ rights with respect to the Transaction. The Oaktree Filing Persons agree with the analyses and conclusions of the Special Committee and the Board set forth in this Statement, based upon the reasonableness of those analyses and conclusions, and their respective knowledge of Pulse. The Oaktree Filing Persons believe that the Transaction is both procedurally and substantively fair to the minority Shareholders of Pulse. In reaching its determination that the terms of the Transaction, including the Merger, are fair to the minority Shareholders of Pulse, the Oaktree Filing Persons considered the factors set forth above under “Position of Pulse as to the Fairness of the Transaction,” which the Oaktree Filing Persons adopt, and which constitute all of the material factors considered by the Oaktree Filing Persons in making their determination.

The Oaktree Filing Persons attempted to negotiate the terms of a transaction that would be most favorable to them, and not to the Shareholders. The Shareholders were, as described elsewhere in this Statement, represented by the Special Committee that negotiated with Oaktree on their behalf, with the assistance of the Special Committee’s legal and financial advisors.

The Oaktree Filing Persons did not participate in the deliberations of the Board regarding, or receive advice from the Special Committee’s or the Board’s legal or financial advisors as to, the procedural or substantive fairness of the Transaction. The Oaktree Filing Persons have not performed, or engaged a financial advisor to perform, any valuation or other analysis for the purposes of assessing the fairness of the Transaction to the Shareholders.

The foregoing discussion of the information and factors considered and given weight by the Oaktree Filing Persons in connection with the fairness of the Transaction is not intended to be exhaustive but is believed to include all material factors considered by them. The Oaktree Filing Persons did not find it practicable to, and did not, quantify or otherwise attach relative weights to the factors they considered in reaching their position as to the fairness of the Transaction. Rather, the Oaktree Filing Persons made the fairness determinations after considering the above mentioned factors as a whole. The Oaktree Filing Persons believe these factors provide a reasonable basis upon which to form their belief that the Transaction is fair to the Shareholders.

Reports, Opinions, Appraisals and Negotiations

Opinion of Houlihan Lokey Capital, Inc.

At the meeting of the Special Committee on February 26, 2015, Houlihan Lokey rendered an oral opinion to the Special Committee (which was confirmed by a written opinion delivered by Houlihan Lokey to the Special Committee and the Board on February 27, 2015), to the effect that, as of that date and based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in preparing its opinion, the Merger Price to be received by the Merger Price Recipients pursuant to the Merger Agreement was fair, from a financial point of view, to such recipients.

The summary of Houlihan Lokey’s opinion in this Statement is qualified in its entirety by reference to the full text of Houlihan Lokey’s written opinion, dated February 27, 2015, which is attached as Annex B to this Statement. You should read the opinion in its entirety for a discussion of the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in preparing its opinion. Houlihan Lokey’s opinion was directed to the Special Committee and the Board and only addressed the fairness from a financial point of view of the Merger Price to be received by the Merger Price Recipients in the Merger and does not address any other aspect or implication of the Transaction. However, neither Houlihan Lokey’s opinion nor the summary of its opinion and the related

analyses set forth in this Statement are intended to be, and do not constitute, advice or a recommendation to the Special Committee or the Board or any shareholder as to how to act with respect to the Merger or related matters.

In arriving at its opinion, Houlihan Lokey, among other things:

Houlihan Lokey relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information furnished, or otherwise made available, to Houlihan Lokey, discussed with or reviewed by Houlihan Lokey, or publicly available, and did not assume any responsibility with respect to such data, material and other information. In addition, management of Pulse advised Houlihan Lokey, and Houlihan Lokey assumed, that the financial projections reviewed by Houlihan Lokey were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management as to the future financial results and condition of Pulse, and Houlihan Lokey expressed no opinion with respect to such projections or the assumptions on which they are based. Houlihan Lokey relied upon and assumed, without independent verification, that there was no material change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of Pulse since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to Houlihan Lokey that would be material to Houlihan Lokey’s analyses or its opinion, and that there was no information or any facts that would make any of the information reviewed by Houlihan Lokey incomplete or misleading.

In reaching its conclusions, Houlihan Lokey did not perform a discounted cash flow analysis because it did not receive projections of a sufficient length for it to perform such analysis.

Houlihan Lokey relied upon and assumed, without independent verification, that (a) the representations and warranties of all parties to the Merger Agreement and all other related documents and instruments that are referred to therein were true and correct, (b) each party to the Merger Agreement and such other related documents and instruments would fully and timely perform all of the covenants and agreements required to be performed by such party, (c) the Investment would be consummated immediately prior to the consummation of the Merger, and (d) the Transaction would be consummated in a timely manner in accordance with the terms described in the Merger Agreement and such other related documents and instruments, without any amendments or modifications thereto. Houlihan Lokey relied upon and assumed, without independent verification, that (i) the Transaction would be consummated in a manner that complies in all respects with all applicable federal and state statutes, rules and

regulations, and (ii) all governmental, regulatory, and other consents and approvals necessary for the consummation of the Transaction would be obtained and that no delay, limitations, restrictions or conditions would be imposed or amendments, modifications or waivers made that would have an adverse effect on the Transaction, Pulse or the Merger Price that would be material to Houlihan Lokey’s analyses or its opinion. In addition, Houlihan Lokey relied upon and assumed, without independent verification, that the final forms of any draft documents reviewed by Houlihan Lokey would not differ in any respect from the drafts of said documents.

Furthermore, in connection with its opinion, Houlihan Lokey was not requested to make, and did not make, any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (fixed, contingent, derivative, off-balance-sheet or otherwise) of Pulse or any other party, nor was Houlihan Lokey provided with any such appraisal or evaluation. Houlihan Lokey did not estimate, and expressed no opinion regarding, the liquidation value of any entity or business. Houlihan Lokey did not undertake any independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which Pulse is or may be a party or is or may be subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which Pulse is or may be a party or is or may be subject.

Houlihan Lokey was not requested to, and did not, (a) initiate or participate in any discussions or negotiations with, or solicit any indications of interest from, third parties with respect to any aspect of the Transaction, the securities, assets, businesses or operations of Pulse or any other party, or any alternatives to the Transaction or (b) negotiate the terms of any aspect of the Transaction. The opinion of Houlihan Lokey was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Houlihan Lokey as of, the date of the opinion. Houlihan Lokey did not undertake, and is under no obligation, to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring or coming to its attention after the date of the opinion. Houlihan Lokey did not express any opinion as to what the value of Common Stock actually would be when issued in respect of the Investment pursuant to the Merger Agreement, or the price or range of prices at which Common Stock may be purchased or sold, or otherwise be transferable, at any time.

The opinion of Houlihan Lokey was furnished solely for the use of the Special Committee and the Board (solely in their capacity as such) in connection with their evaluation of the Merger and may not be used for any other purpose without the prior written consent of Houlihan Lokey. The opinion of Houlihan Lokey should not be construed as creating any fiduciary duty on Houlihan Lokey’s part to any party. The opinion of Houlihan Lokey was not intended to be, and did not constitute, a recommendation to the Special Committee, the Board, any security holder or any other party as to how to act with respect to any matter relating to any aspect of the Transaction or otherwise.

Houlihan Lokey was not requested to opine as to, and its opinion did not express an opinion as to or otherwise address, among other things: (a) the underlying business decision of the Special Committee, the Board, Pulse, Parent, their respective security holders or any other party to proceed with or effect any aspect of the Transaction, (b) the terms of any arrangements, understandings, Merger Agreements or documents related to, or the form, structure or any other portion or aspect of, the Transaction or otherwise (other than the Merger Price to the extent expressly specified therein), (c) the fairness of any portion or aspect of the Transaction to the holders of any class of securities, creditors or other constituencies of Pulse or Parent, or to any other party, except if and only to the extent expressly set forth in the last sentence of its opinion, (d) the relative merits of any aspect of the Transaction as compared to any alternative business strategies or transactions that might be available for Pulse, Parent or any other party, (e) the fairness of any portion or aspect of the Transaction to any one class or group of Pulse’s, Parent’s or any other party’s security holders or other constituents vis-à-vis any other class or group of Pulse’s, Parent’s or such other party’s security holders or other constituents (including, without limitation, the allocation of any consideration amongst or within such classes or groups of security holders or other constituents), (f) whether or not Pulse, Parent, their respective security holders or any other party is receiving or paying reasonably equivalent value in any aspect of the Transaction, (g) the solvency, creditworthiness or fair value of Pulse, Parent or any other participant in any aspect of the Transaction, or any of their respective assets, under any applicable laws relating to bankruptcy, insolvency, fraudulent conveyance or similar matters, or (h) the fairness, financial or otherwise, of the amount, nature or any other aspect of any compensation to or consideration payable to or received by any officers, directors or employees of any party to any aspect of the Transaction, any class of such persons or any other party, relative to the Merger Price or otherwise. Furthermore, no opinion, counsel or interpretation was intended in matters that require legal, regulatory, accounting, insurance, tax or other similar professional advice. Houlihan Lokey assumed that such opinions, counsel or interpretations were or will be obtained from the appropriate professional sources. Furthermore, Houlihan Lokey relied, with the consent of the Special Committee and the Board, on the assessments by the Special Committee, the

Board, Pulse and their respective advisors, as to all legal, regulatory, accounting, insurance and tax matters with respect to Pulse and all aspects of the Transaction or otherwise. The issuance of Houlihan Lokey’s opinion was approved by a committee authorized to approve opinions of such nature.

In preparing its written opinion to the Special Committee and the Board, Houlihan Lokey performed a variety of analyses, including those described below. The summary of Houlihan Lokey’s analyses is not a complete description of the analyses underlying Houlihan Lokey’s opinion. The preparation of a fairness opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytical methods employed and the adaptation and application of these methods to the unique facts and circumstances presented. As a consequence, neither a fairness opinion nor its underlying analyses is readily susceptible to summary description. Houlihan Lokey arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, methodology or factor. Accordingly, Houlihan Lokey believes that its analyses and the following summary must be considered as a whole and that selecting portions of its analyses, methodologies and factors or focusing on information presented in tabular format, without considering all analyses, methodologies and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying Houlihan Lokey’s analyses and opinion. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques.

In performing its analyses, Houlihan Lokey considered general business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of the opinion. Houlihan Lokey’s analyses involved judgments and assumptions with regard to industry performance, general business, economic, regulatory, market and financial conditions and other matters, many of which are beyond the control of Pulse, such as the impact of competition on the business of Pulse and on the industry generally, industry growth and the absence of any material change in the financial condition and prospects of Pulse or the industry or in the markets generally. No company, transaction or business used in Houlihan Lokey’s analyses for comparative purposes is identical to Pulse or the proposed Merger and an evaluation of the results of those analyses is not entirely mathematical. Houlihan Lokey believes that mathematical derivations (such as determining means and medians) of financial data are not by themselves meaningful and should be considered together with qualities, judgments and informed assumptions. The estimates contained in Pulse’s analyses and the implied reference range values indicated by Houlihan Lokey’s analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the control of Pulse. Much of the information used in, and accordingly the results of, Houlihan Lokey’s analyses are inherently subject to substantial uncertainty.

Houlihan Lokey’s opinion was provided to the Special Committee and the Board in connection with their respective evaluations of the proposed Merger and was only one of many factors considered by the Special Committee and the Board in evaluating the proposed Transaction. Neither Houlihan Lokey’s opinion nor its analyses were determinative of the Merger Price or of the views of the Special Committee, the Board or management with respect to the Transaction, the Merger or the Merger Price. The type and amount of consideration payable in the Merger were determined through negotiation between the Special Committee and Oaktree, and the decision to enter into the Merger was solely that of the Special Committee and the Board.

The following is a summary of the material analyses reviewed by Houlihan Lokey with the Special Committee and the Board in connection with Houlihan Lokey’s written opinion rendered on February 27, 2015. The order of the analyses does not represent relative importance or weight given to those analyses by Houlihan Lokey. The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications and limitations affecting, each analysis, could create a misleading or incomplete view of Houlihan Lokey’s analyses.

For purposes of its analyses, Houlihan Lokey reviewed a number of financial metrics, including:

Unless the context indicates otherwise, (a) per share amounts for Common Stock were calculated on a diluted basis based on approximately 18.1 million shares, restricted stock units and warrants outstanding (excluding out-of-the-money options) as of February 4, 2015, as provided by management of Pulse, (b) Enterprise Values for Pulse were based on (i) an estimated net debt of $126.2 million as of December 26, 2014 and (ii) an aggregate range of contingent and non-operating liabilities and working capital deficit as of December 26, 2014 of $13.2 million to $18.9 million, and (c) closing prices of Common Stock and those of the selected companies listed below were based on closing prices as of February 25, 2015, and transaction values for the target companies derived from the selected transactions analysis described below were calculated as of the announcement date of the relevant transaction based on the estimated purchase prices announced on such date for the selected transactions. Accordingly, this information may not reflect current or future market conditions. In addition, this information for Pulse does not include any pro forma effects from the Investment.

Estimates for each of (a) Adjusted EBITDAOP for the last twelve months for which financial information has been made public (“LTM”), (b) Adjusted EBITDAOP for the next fiscal year for which financial information has not been made public (“NFY”), and (c) Adjusted EBITDAOP for the next fiscal year following NFY (“NFY + 1”), for Pulse were based on estimates provided by Pulse’s management. In the case of Pulse, each of LTM and NFY refers to the fiscal year ending December 26, 2014 and NFY + 1 refers to the fiscal year ending December 25, 2015. Estimates for each of NFY Adjusted EBITDAOP and NFY + 1 Adjusted EBITDAOP for the selected companies listed below were based on certain publicly available research analyst estimates for those selected companies.

Company Financial Analyses

Historical Trading Analysis. Houlihan Lokey reviewed certain historical closing stock price information for Common Stock. This review indicated that for the one-year period ended February 25, 2015, the closing stock price for Common Stock had ranged between $0.75 (this figure was based on incorrect published data from a nationally recognized financial data provider; the correct closing price was $0.80) and $4.26 per share, as compared to the Merger Price of $1.50 per share. The range of average trading closing prices for Common Stock for the indicated trading days immediately prior to February 25, 2015 were as follows:

Selected Companies Analysis. Houlihan Lokey calculated Enterprise Value to Adjusted EBITDAOP multiples using certain financial data for Pulse and the following selected electronic components manufacturing companies based upon the closing prices of common stock of the following companies as of February 25, 2015. The calculated multiples included (a) Enterprise Value to NFY Adjusted EBITDAOP and (b) Enterprise Value to NFY+1 Adjusted EBITDAOP. Although none of the companies utilized in the Selected Companies Analysis are directly comparable to Pulse, the selected companies are electronic components and/or equipment manufacturers with operations and

other criteria, such as lines of business, end user markets, business risks, growth prospects, maturity of business, trading volume and scale that, for purposes of its analysis and following discussions with Pulse management, Houlihan Lokey considered relevant in analyzing Pulse. The list of selected companies and the related multiples for such selected companies are set forth below:

The list of low, high, median and mean multiples for such selected companies were as follows:

Based on Houlihan Lokey’s professional judgment and after taking into account qualitative and quantitative factors with respect to Pulse and the selected companies, including as to size, growth and profitability, Houlihan Lokey selected an implied per share reference range for Common Stock using NFY Adjusted EBITDAOP multiples of 7.0x to 8.0x and NFY+1 Adjusted EBITDAOP multiples of 5.5x to 6.5x. This analysis indicated the following implied per share reference range for Common Stock, as compared to the proposed Merger Price:

Selected Transactions Analysis. Houlihan Lokey selected the following publicly announced transactions in the electronic components manufacturing industry and calculated Enterprise Value to LTM Adjusted EBITDAOP multiples based on the estimated announced purchase prices.

Although none of the selected transactions are directly comparable to the proposed merger, the target company in each of the selected transactions is an electronic components and/or equipment manufacturer with operations and other criteria, such as lines of business, end user markets, business risks, growth prospects, maturity of business, and scale that, for purposes of its analysis and following discussions with Pulse management, Houlihan Lokey considered relevant in analyzing Pulse. In addition, Houlihan Lokey only considered comparable transactions announced after January 1, 2012 for which financial data were publicly available and which involved a change of control. The list of selected transactions and the related multiples are set forth below:

The calculated multiples included implied Enterprise Value of the target company as a multiple of LTM Adjusted EBITDAOP for which information had been made public as of the announcement date of the relevant transaction. This analysis indicated the following low, high, median and mean multiples for the selected transactions, as compared to the corresponding multiple implied by the Merger:

Based on Houlihan Lokey’s professional judgment and after taking into account qualitative and quantitative factors with respect to Pulse and the selected companies, including as to size and profitability, Houlihan Lokey selected an implied per share reference range for Pulse based on using LTM Adjusted EBITDAOP multiples of 7.5x to 8.5x. LTM Adjusted EBITDAOP for Pulse was based on such information for the fiscal year ending December 26, 2014. This analysis indicated the following implied per share reference range for Pulse, as compared to the proposed Merger Price:

Other Matters

Houlihan Lokey was engaged by Pulse to provide an opinion to the Special Committee and the Board regarding the fairness from a financial point of view of the Merger Price to be received by the Merger Price Recipients in the Merger. Pulse engaged Houlihan Lokey based on Houlihan Lokey’s reputation, experience, independence and ability to run a full strategic transaction and valuation process. Houlihan Lokey is regularly engaged to render financial opinions in connection with mergers, acquisitions, divestitures, leveraged buyouts, recapitalizations, and for other purposes. Pursuant to the engagement letter, Pulse agreed to pay Houlihan Lokey $450,000 for its services, a portion of which became payable upon the execution of Houlihan Lokey’s engagement letter, a portion of which became payable upon the Special Committee’s request that Houlihan Lokey commence work on the opinion and the balance of which became payable upon the delivery of Houlihan Lokey’s opinion, regardless of the conclusion reached therein. No portion of Houlihan Lokey’s fee is contingent upon the successful completion of the Transaction, including the Investment and the Merger. Pulse has also agreed to reimburse Houlihan Lokey for certain expenses and to indemnify Houlihan Lokey, its affiliates and certain related parties against certain liabilities and expenses, including certain liabilities under the federal securities laws arising out of or relating to Houlihan Lokey’s engagement.

In the ordinary course of business, certain of Houlihan Lokey’s employees and affiliates, as well as investment funds in which they may have financial interests or with which they may co-invest, may acquire, hold or sell, long or short positions, or trade, in debt, equity, and other securities and financial instruments (including loans and other obligations) of, or investments in, Pulse or any other party that may be involved in any aspect of the Transaction and their respective affiliates or any currency or commodity that may be involved in any aspect of the Transaction.

Houlihan Lokey and certain of its affiliates have in the past provided and are currently providing investment banking, financial advisory and other financial services to Oaktree and certain of its affiliates and/or portfolio companies (collectively, the “Oaktree Group”), for which Houlihan Lokey and such affiliates have received, and may receive, compensation, including, among other things, (a) having acted as financial advisor to Senior Home Care, Inc., then a portfolio company of the Oaktree Group, in its sale transaction, which transaction closed in November 2013, (b) having acted as financial advisor to Tekni-Plex, Inc., then a portfolio company of the Oaktree Group, in its sale of its Swan Hose division, which transaction closed in April 2013, (c) having provided certain financial opinions to Townsquare Media, a portfolio company of the Oaktree Group, in connection with its acquisition of certain radio stations from Cumulus Media, (d) providing certain financial advisory and valuation services to the Oaktree Group (including prior valuation services relating to certain of the Oaktree Group’s interests in Pulse), (e) having acted as financial advisor to RNT I, LLC, a joint venture between affiliates of the Oaktree Group and Carrington Property Services, in connection with the sale of a portfolio of single family rental homes, which transaction closed in March 2014, and (f) having acted as financial advisor to Excel Maritime Holding Company LLC, a portfolio company of the Oaktree Group, in connection with its sale of certain vessel assets, in August 2014. Houlihan Lokey and certain of its affiliates may provide investment banking, financial advisory and other financial services to Pulse, the Oaktree Group, other participants in any aspect of the Transaction or certain of their respective affiliates in the future, for which Houlihan Lokey and such affiliates may receive compensation. In addition, Houlihan Lokey and certain of its affiliates and certain of its and their respective employees may have committed to invest in private equity or other investment funds managed or advised by the Oaktree Group, other participants in any aspect of the Transaction or certain of their respective affiliates, and in portfolio companies of such funds, and may have co-invested with the Oaktree Group, other participants in any aspect of the Transaction or certain of their respective affiliates, and may do so in the future. Furthermore, in connection with bankruptcies, restructurings, and similar matters, Houlihan Lokey and certain of its affiliates may have in the past acted, may currently be acting and may in the future act as financial advisor to debtors, creditors, equity holders, trustees, agents and other interested parties (including, without limitation, formal and informal committees or groups of creditors) that may have included or represented and may include or represent, directly or indirectly, or may be or have been adverse to, the Oaktree Group, other participants in any aspect of the Transaction or certain of their respective affiliates, for which advice and services Houlihan Lokey and such affiliates have received and may receive compensation.

Certain Financial Projections

Pulse’s management does not, as a matter of course, generally prepare or make available to the public future financial projections. However, in connection with the Transaction, at the request of the Special Committee, Pulse’s management provided certain projected financial information for fiscal years 2014 and 2015 to Houlihan Lokey and the Special Committee.

These financial projections, which were based on Pulse’s management’s projection of Pulse’s financial performance for fiscal years 2014 and 2015 as of the date provided, were prepared to assist Houlihan Lokey with its financial analysis, and were not prepared with a view toward public disclosure or compliance with published guidelines of the SEC or the American Institute of Certified Public Accountants regarding forward-looking information or U.S. generally accepted accounting principles (“GAAP”). Neither Pulse’s independent registered public accounting firm nor any other independent accountants have compiled, examined or performed any procedures with respect to these financial projections, nor have they expressed any opinion or given any form of assurance on the financial projections or their achievability. These financial projections are being provided in this Statement solely to give shareholders access to the information that was made available to Houlihan Lokey and the Special Committee and is not included in this Statement in order to influence any Shareholder or any other person as to how to act with respect to any aspect of the Transaction or otherwise. Shareholders are cautioned not to rely on this information for any purpose.

In compiling the financial projections, Pulse’s management took into account historical performance, combined with estimates regarding revenues; costs of sales (goods sold); gross profit and gross margin percentage; total selling, general and administrative expenses; depreciation and amortization; non-cash based stock compensation; pension expense, and earnings before interest, tax, depreciation and amortization and stock based compensation and pension expense, or EBITDAOP. Although the projections are presented with numerical specificity, they reflect numerous assumptions and estimates as to future events made by Pulse’s management that Pulse’s management believed were reasonable at the time the projections were prepared. However, this information is not fact and should not be relied upon as being indicative of actual future results. In addition, factors such as industry performance, the market for existing and new products, the competitive environment, expectations regarding future initiatives and transactions, general business, economic, regulatory, market and financial conditions, and other factors described under the caption “Risk Factors” in Pulse's Annual Report on Form 10-K for the fiscal year ended December 26, 2014 as filed with the SEC on March 20, 2015, all of which are difficult to predict and beyond the control of Pulse’s management, may cause the projections or the underlying assumptions not to be reflective of actual future results. In addition, the projections do not take into account any circumstances or events occurring after the date that they were prepared and, accordingly, do not give effect to any changes to operations or strategy that may be implemented or that were not anticipated after the time the projections were prepared, or to the completion of the Transaction or the impact of any failure to complete the Transaction. As a result, the projections may not be realized, and actual results may be materially different than those contained in the projections.

The following is a summary of the projected financial information for fiscal years 2014 and 2015 first provided by Pulse to Houlihan Lokey on January 20, 2015 for Pulse as a whole and with respect to each of its three business segments, namely the network, power and wireless product groups.

Certain of the financial information set forth herein may be considered non-GAAP financial measures. Pulse provided this information to Houlihan Lokey because Pulse believed it could be useful in evaluating, on a prospective basis, Pulse’s potential operating performance and cash flow. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Pulse may not be comparable to similarly titled amounts used by other companies. There are limitations inherent in non-GAAP financial measures, in that they exclude a variety of charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, GAAP-based financial measures.

Set forth below is a reconciliation of the projected EBITDAOP to projected Net Loss, the most comparable GAAP financial measure based on financial information available to, or projected by, the Company:

BY INCLUDING IN THIS STATEMENT A SUMMARY OF THE FINANCIAL PROJECTIONS, PULSE UNDERTAKES NO OBLIGATIONS TO UPDATE, OR PUBLICLY DISCLOSE ANY UPDATE TO, THESE FINANCIAL PROJECTION TO REFLECT CIRCUMSTANCES OR EVENTS, INCLUDING UNANTICIPATED EVENTS, THAT MAY HAVE OCCURRED OR THAT MAY OCCUR AFTER THE PREPARATION OF THESE PROJECTIONS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE FINANCIAL PROJECTIONS ARE SHOWN TO BE IN ERROR OR CHANGE EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE FEDERAL SECURITIES LAW.

NONE OF PULSE OR ITS AFFILIATES, ADVISORS, OFFICERS, DIRECTORS OR REPRESENTATIVES HAS MADE OR MAKES ANY REPRESENTATION TO ANY SHAREHOLDER OR OTHER PERSON REGARDING THE ULTIMATE PERFORMANCE OF PULSE COMPARED TO THE INFORMATION CONTAINED IN THE PROJECTIONS OR THAT PROJECTED RESULTS WILL BE ACHIEVED.

DISSENTERS RIGHTS

If the Merger is consummated, in lieu of the Merger Price, the shareholders of Pulse will have the right to obtain payment of the fair value of their shares of Common Stock in accordance with the provisions of Subchapter D of Chapter 15 of the PBCL, which sets forth the rights and obligations of dissenting shareholders and the procedures to be followed. The fair value amount that a dissenting shareholder becomes entitled to receive in accordance with the provisions of Subchapter D of Chapter 15 of the PBCL may be more than, the same as, or less than the value of the Merger Price.

Failure to follow the steps required by Subchapter D of Chapter 15 of the PBCL for dissenters rights may result in the loss of such rights. Shareholders who decide not to assert dissenters rights, or fail to timely demand payment as required under Subchapter D of Chapter 15 of the PBCL, will not be entitled to demand payment of the fair value of their shares under Subchapter D of Chapter 15 of the PBCL and instead will have only the right to receive the Merger Price, without interest and less any withholding taxes, in the manner specified in the Merger Agreement.

The foregoing discussion is not a complete statement of the law pertaining to dissenters rights and is qualified in its entirety by the full text of Subchapter D of Chapter 15 of the PBCL (relating to dissenters rights), which is attached to this Statement as Annex C. All references to a “shareholder” are to the record holder of shares immediately prior to the consummation of the Merger as to which dissenters rights are asserted.

You cannot assert dissenters rights at this time. The information set forth above is for informational purposes only with respect to your alternatives if the Merger is consummated. If you are entitled to dissenters rights in connection with the Merger, you will receive additional information concerning dissenters rights and the procedures to be followed before you have to take any action to assert your dissenters rights.

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The following is a general summary of material U.S. federal income tax consequences to shareholders whose Common Stock is exchanged pursuant to the Merger. This summary does not purport to address all U.S. federal income tax matters that may be relevant to a particular shareholder, nor is it a complete analysis of all potential U.S. federal income tax consequences. This summary does not address any tax consequences arising under any state, local or foreign tax laws or U.S. federal estate or gift tax laws. This summary is based on current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), regulations thereunder and administrative and judicial interpretations thereof, all of which are subject to change, possibly with 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 Merger or that any such contrary position would not be sustained by a court. This discussion is limited to shareholders that hold Common Stock as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax considerations that may be relevant to shareholders that are subject to special tax rules, including, without limitation, expatriates and certain former citizens of the United States, partnerships and other pass-through entities, “controlled foreign corporations”, “passive foreign investment companies”, financial institutions, insurance companies, brokers, dealers or traders in securities, commodities or currencies, tax-exempt organizations, tax qualified retirement plans, persons subject to the alternative minimum tax, persons holding Common Stock as part of a hedge, straddle or other risk reduction strategy or as part of a hedging or conversion transaction or other integrated investment, and shareholders who acquired their Common Stock through stock option or stock purchase plan programs or in other compensatory arrangements. This discussion also does not address the impact of the Medicare contribution tax on net investment income.

For purposes of this discussion, (A) a “U.S. Holder” means a beneficial owner of Common Stock that is: (i) an individual who is a citizen or resident of the United States as determined for U.S. federal income tax purposes; (ii) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States or any political subdivision thereof; (iii) an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or (iv) a trust if (1) a court within the United States is able to exercise primary supervision over its administration and (2) one or more U.S. persons has the authority to control all of the substantial decisions of the trust and (B) a “Non-U.S. Holder” is a beneficial owner of Common Stock that, for U.S. federal income tax purposes, is an individual, corporation, estate or trust and is not a U.S. Holder.

If a partnership (or other entity taxable as a partnership for U.S. federal income tax purposes) holds Common Stock, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. Partners of partnerships holding Common Stock should consult their tax advisors.

You are urged to consult your own tax advisor to determine the tax consequences to you of participating in the Merger in light of your particular circumstances (including the application and effect of any state, local or foreign income and other tax laws).

U.S. Holders

Consequences of the Merger. The receipt of cash for Common Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, if you hold your Common Stock as a capital asset you will recognize a capital gain or loss in an amount equal to the difference, if any, between the amount of cash received and your adjusted basis in the Common Stock. Gain or loss will be determined separately for each block of Common Stock (that is, Common Stock acquired at the same price in a single transaction) exchanged in the Merger. If you are a non-corporate U.S. Holder whose holding period for the Common Stock is more than one year, any such capital gain will generally be subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to limitations.

Information Reporting and Backup Withholding. Payments made to U.S. Holders pursuant to the Merger will be subject to information reporting and may be subject to backup withholding (currently at a rate of 28%). To avoid backup withholding, U.S. Holders that do not otherwise establish an exemption should complete and return the IRS Form W-9 included in the Letter of Transmittal and Notice of Dissenters Rights, certifying that such U.S. Holder is a U.S. person, the taxpayer identification number provided is correct and such U.S. Holder is not subject to backup

withholding. Certain holders (including corporations) generally are not subject to backup withholding. Backup withholding is not an additional tax. U.S. Holders may use amounts withheld as a credit against their U.S. federal income tax liability or may claim a refund of any excess amounts withheld by timely filing a claim for refund with the IRS.

Non-U.S. Holders

Consequences of the Merger. A Non-U.S. Holder generally will not be subject to U.S. federal income tax on gain realized upon the receipt of cash for Common Stock pursuant to the Merger provided that (a) the gain is not effectively connected with the conduct of a trade or business by the Non-U.S. Holder in the United States and (b) in the case of a Non-U.S. Holder that is an individual, such Non-U.S. Holder is not present in the United States for 183 days or more in the taxable year of the disposition.

Unless an applicable tax treaty provides otherwise, gains described in (a) above generally will be subject to U.S. federal income tax in the same manner as if the Non-U.S. Holder were a resident of the United States. Gains described in (b) above will generally be subject to U.S. federal income tax at a flat rate of 30%, but may be offset by certain U.S.-source capital losses.

Information Reporting and Backup Withholding. Payments made to Non-U.S. Holders pursuant to the Merger may be subject to information reporting and backup withholding (currently at a rate of 28%). To avoid backup withholding, Non-U.S. Holders should provide the Paying Agent with a properly executed IRS Form W-8BEN or W-8BEN-E (or other applicable IRS Form W-8) certifying such Non-U.S. Holder’s non-U.S. status or by otherwise establishing an exemption. Backup withholding is not an additional tax. Non-U.S. Holders may use amounts withheld as a credit against their U.S. federal income tax liability or may claim a refund of any excess amounts withheld by timely filing a claim for refund with the IRS.

TRANSACTION STATEMENT

Item 1.   Summary Term Sheet.

See the section above captioned “Summary Term Sheet” beginning on page 2 of this Statement.

Item 2.   Subject Company Information.

(a) Name and Address. Pulse’s full name, address and telephone number for its principal executive offices are:

Pulse Electronics Corporation
12220 World Trade Drive
San Diego, California 92128
(858) 674-8100

Pulse is subject to the informational reporting requirements of the Exchange Act and in accordance therewith is required to file reports, proxy statements and other information with the SEC relating to its business, financial condition and other matters. You may read and copy these reports, proxy statements and other information at the SEC’s public reference facilities at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the public reference facilities. SEC filings are also available at the SEC’s web site at http://www.sec.gov. Copies of information filed by Pulse with the SEC are also available on its website at http://www.pulseelectronics.com under the heading “Investor Relations.”

(b) Securities. The exact title of the class of equity security that is the subject of this filing is Pulse’s Common Stock, par value $0.125 per share. As of February 28, 2015, Pulse had 17,472,797 shares of Common Stock outstanding. In addition, as of February 28, 2015, Pulse had outstanding options to purchase 117,490 shares of Common Stock at a weighted average exercise price of $11.42, 524,160 outstanding and unvested restricted stock units, and outstanding warrants to purchase 95,601 shares of Common Stock at a weighted average exercise price of $0.10. Because all outstanding options have an exercise price greater than the Merger Price, they will be terminated in connection with the Merger for no consideration. All outstanding and unvested restricted stock units will become fully vested and will be cancelled as of the effective time of the Merger, and the holder thereof will become entitled to receive, for each such restricted stock unit, the Merger Price, in cash. Warrants exercised in accordance with their terms prior to the effective time of the Merger will be exchanged for shares of Common Stock. On March 3, 2015, Oaktree exercised 65,855 warrants that it owned.

(c) Trading Market and Price. The Common Stock has been traded on the OTC Markets under the trading symbol “PULS” since October 17, 2014. Prior to October 17, 2014, the Common Stock was listed on the NYSE. On October 16, 2014, Pulse voluntarily filed to delist the Common Stock from the NYSE because Pulse was not able to meet the minimum standards established by the NYSE for continued listing of the Common Stock. The following table sets forth the quarterly high and low closing prices (as adjusted for Pulse’s 1-for-10 reverse stock split that was effected on May 22, 2013) for the Common Stock for the last two fiscal years through March 5, 2015, the last trading day prior to the initial filing of this Statement:

On February 27, 2015, the last date on which the Common Stock was traded prior to the public announcement of the Transaction, the closing sale price per share was $1.15. On March 5, 2015, the last date on which the Common Stock traded prior to the initial filing of this Statement, the closing sale price per share was $1.47.

(d) Dividends. No cash dividends were declared or paid during the fiscal years ended December 26, 2014 and December 27, 2013. Agreements with its lenders prohibit Pulse from paying dividends to its shareholders.

(e) Prior Public Offerings. Neither Pulse nor any of the other Filing Persons has made an underwritten public offering of the Common Stock for cash during the past three years that was registered under the Securities Act of 1933, as amended, or exempt from registration thereunder pursuant to Regulation A.

(f) Prior Stock Purchases. See the section above captioned “Special Factors – Background of the Transaction” beginning on page 7 of this Statement.

Item 3.   Identity and Background of Filing Persons.

Pulse Electronics Corporation (“Pulse”)

(a) Name and Address. Pulse’s principal business address is 12220 World Trade Drive, San Diego, California 92128 and its telephone number is (858) 674-8100. Pulse is the subject company.

(b) Business and Background of Entity. Not applicable.

(c) Business and Background of Natural Persons. The name, business address, position in Pulse, principal occupation, five-year employment history, and citizenship of each of the directors and executive officers of Pulse, together with the names, principal businesses, and addresses of any corporations or other organizations in which such occupations are conducted, are set forth on Schedule I hereto.

OCM PE Holdings, L.P. (“Parent”)

(a) Name and Address. Parent’s principal business address is c/o Oaktree Capital Management, L.P., 333 South Grand Avenue, 28^th Floor, Los Angeles, California 90071, and its telephone number is (213) 830-6300. Oaktree Fund GP, LLC is the general partner of Parent. Oaktree Fund GP I, L.P. is the managing member of Oaktree Fund GP, LLC. Oaktree Capital I, L.P. is the general partner of Oaktree Fund GP I, L.P. OCM Holdings I, LLC is the general partner of Oaktree Capital I, L.P. Oaktree Holdings, LLC is the managing member of OCM Holdings I, LLC. Oaktree Capital Group, LLC is the managing member of Oaktree Holdings, LLC. Oaktree Capital Group Holdings GP, LLC is the manager of Oaktree Capital Group, LLC. The principal business address of each of these entities is the same as Parent.

(b) Business and Background of Entity. Oaktree Capital Group Holdings GP, LLC is an asset management firm which holds assets through its subsidiaries. None of the entities referred to in clause (a) above have (i) been convicted in a criminal proceeding during the past five years (excluding traffic violations or similar misdemeanors) or (ii) been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree or final order enjoining such 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.

(c) Business and Background of Natural Persons. Not applicable.

OCM PE Merger Sub, Inc. (“Merger Sub”)

(a) Name and Address. Merger Sub’s principal business address is c/o Oaktree Capital Management, L.P., 333 South Grand Avenue, 28^th Floor, Los Angeles, California 90071, and its telephone number is (213) 830-6300. Merger Sub is a wholly-owned subsidiary of Parent, which is described above.

(b) Business and Background of Entity. Merger Sub is a wholly-owned subsidiary of Parent that was recently incorporated in Pennsylvania solely for the purpose of effecting the Merger. It does not conduct any business and has

no material assets. Merger Sub has not (i) been convicted in a criminal proceeding during the past five years (excluding traffic violations or similar misdemeanors) or (ii) been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree or final order enjoining Merger Sub 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.

(c) Business and Background of Natural Persons. The name, business address, position in Merger Sub, principal occupation, five-year employment history, and citizenship of each of the directors and executive officers of Merger Sub, together with the names, principal businesses, and addresses of any corporations or other organizations in which such occupations are conducted, are set forth on Schedule I hereto.

Item 4.   Terms of the Transaction.

(a)   Material Terms. See the following sections set forth above:

(c) Different Terms. See Item 4(a) above for a description of the treatment of shareholders of Pulse.

(d) Appraisal Rights. See the section above captioned “Dissenters Rights” beginning on page 33 of this Statement.

(e) Provisions for Unaffiliated Security Holders. None of the Filing Persons intend to grant the unaffiliated security holders special access to Pulse’s corporate files in connection with the Transaction. None of the Filing Persons intend to obtain counsel or appraisal services for the unaffiliated security holders.

(f) Eligibility for Listing or Trading. Not applicable.

Item 5.   Past Contracts, Transactions, Negotiations and Agreements.

(a) Transactions. See the section above captioned “Special Factors – Background of the Transaction” beginning on page 7 of this Statement.

(b) Significant Corporate Events. See the section above captioned “Special Factors – Background of the Transaction” beginning on page 7 of this Statement.

(c) Negotiations or Contacts. See the section above captioned “Special Factors – Background of the Transaction” beginning on page 7 of this Statement.

(e) Agreements Involving the Subject Company’s Securities. See the sections above captioned “Summary Term Sheet” beginning on page 2 of this Statement and “Special Factors – Background of the Transaction” beginning on page 7 of this Statement.

Item 6.   Purposes of the Transaction and Plans or Proposals.

(b) Use of Securities Acquired. The shares of Common Stock acquired from Pulse in the Investment and the shares of Common Stock acquired from the Shareholders in the Merger will be cancelled. Pulse will continue as a wholly-owned subsidiary of Parent whose capital stock no longer trades publicly.

(c) Plans. See the section above captioned “Special Factors – Purposes, Alternatives and Reasons of Pulse for the Transaction and Effects of the Transaction – Effects” beginning on page 16 of this Statement.

Item 7.   Purposes, Alternatives, Reasons and Effects.

(a) Purposes. See the section above captioned “Special Factors – Purposes, Alternatives and Reasons of Pulse for the Transaction and Effects of the Transaction – Purposes” beginning on page 12 of this Statement and “Special Factors – Purposes, Alternatives and Reasons of the Oaktree Filing Persons for the Transaction” beginning on page 21 of this Statement.

(b) Alternatives. See the section above captioned “Special Factors – Purposes, Alternatives and Reasons of Pulse for the Transaction and Effects of the Transaction – Alternatives” beginning on page 14 of this Statement and “Special Factors – Purposes, Alternatives and Reasons of the Oaktree Filing Persons for the Transaction” beginning on page 21 of this Statement.

(c) Reasons. See the section above captioned “Special Factors – Purposes, Alternatives and Reasons of Pulse for the Transaction and Effects of the Transaction – Reasons” beginning on page 15 of this Statement and “Special Factors – Purposes, Alternatives and Reasons of the Oaktree Filing Persons for the Transaction” beginning on page 21 of this Statement.

(d) Effects. See the sections above captioned “Special Factors – Purposes, Alternatives and Reasons of Pulse for the Transaction and Effects of the Transaction – Reasons” beginning on page 15 of this Statement, “Special Factors – Purposes, Alternatives and Reasons of Pulse for the Transaction and Effects of the Transaction – Effects” beginning on page 16 of this Statement, “Special Factors – Position of Pulse as to the Fairness of the Transaction” beginning on page 19 of this Statement and “Material United States Federal Income Tax Consequences” beginning on page 34 of this Statement.

Item 8.   Fairness of the Transaction.

See the sections above captioned “Special Factors – Position of Pulse as to the Fairness of the Transaction” beginning on page 19 of this Statement, “Special Factors – Positions of the Oaktree Filing Persons as to the Fairness of the Transaction” beginning on page 22 of this Statement and “Special Factors – Reports, Opinions, Appraisals and Negotiations” beginning on page 22 of this Statement.

Item 9.   Reports, Opinions, Appraisals and Negotiations.

See the sections above captioned “Special Factors – Reports, Opinions, Appraisals and Negotiations” beginning on page 22 of this Statement and “Special Factors – Background of the Transaction” beginning on page 7 of this Statement.

Item 10.   Source and Amounts of Funds or Other Consideration.

(a) Source of Funds. The total amount of funds expected to be required to effect the Transaction is estimated to be approximately $26.0 million, which consists of $17.0 million to purchase the shares of Common Stock in the Investment and approximately $9.0 million to be paid to the Merger Price Recipients and holders of restricted stock units in connection with the Merger. The funds will be provided by Parent from its available cash resources.

(b) Conditions. None.

(c) Expenses. The Paying Agent will receive reasonable and customary compensation for its services, will be reimbursed for certain reasonable out-of-pocket expenses and will be indemnified against certain liabilities and expenses in connection with the Merger, including certain liabilities under U.S. federal securities laws.

None of the Filing Persons will pay any fees or commissions to any broker or dealer in connection with the Transaction. Brokers, dealers, commercial banks and trust companies will, upon request, be reimbursed by the Filing Persons for customary mailing and handling expenses incurred by them in forwarding materials to their customers.

The following is an estimate of fees and expenses expected to be incurred by the Filing Persons in connection with the Transaction:

Pulse is responsible for approximately $1,400,000 of the foregoing expenses.

(d) Borrowed Funds. Not Applicable.

Item 11.   Interest in Securities of the Subject Company.

(a) Securities Ownership.

The following table with its corresponding footnotes sets forth the amount of Common Stock beneficially owned as of February 28, 2015 by the entities and persons named in response to Item 3 above (including those persons listed on Schedule I hereto). Unless noted in the table below, such entities and persons do not beneficially own any shares of Common Stock.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the shares. Shares of Common Stock that may be acquired by an entity or person within 60 days of February 28, 2015, pursuant to the exercise of options, restricted stock units or warrants, are deemed to be outstanding for the purpose of computing the percentage ownership of such entity or person, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other entity or person shown in the table. Please note that while the table below includes shares of Common Stock that may be acquired by an entity or person within 60 days of February 28, 2015 pursuant to the exercise of options, restricted stock units or warrants, all such options have an exercise price greater than the Merger Price, and thus will be terminated in connection with the Merger. Percentage of ownership is based on 17,472,797 shares of Common Stock outstanding on February 28, 2015.

(b) Securities Transactions. Parent will purchase 11,333,333 shares of Common Stock from Pulse for a purchase price of $1.50 per share in the Investment, which will include the conversion of the Loan into shares of Common Stock. Other than as disclosed in this Item 12(b), there were no transactions in the shares of Common Stock effected during the past 60 days by the Filing Persons or, to the knowledge of the Filing Persons, any of the persons named on Schedule I hereto.

Item 12.   The Solicitation or Recommendation.

(d) Intent to Tender or Vote in a Going-Private Transaction. Not applicable.

(e) Recommendations of Others. Except for the recommendation of the Special Committee to the Board to approve the Merger Agreement and the Transaction and the statements contained in this Statement, the Filing Persons are not aware that any of Pulse’s affiliates, directors or executive officers have made recommendations either in support of, or opposition to, the Transaction.

Item 13.   Financial Statements.

(a) Financial Information. The audited consolidated financial statements of Pulse as of and for the years ended December 27, 2013 and December 26, 2014 are incorporated herein by reference to the consolidated financial statements of Pulse beginning on page 46 of Pulse’s Annual Report on Form 10-K for its fiscal year ended December 26, 2014 (File No. 001-05375) (the “Form 10-K”).

Pulse’s book value per share of Common Stock as of December 26, 2014 was negative $4.65 per share. Earnings were inadequate to cover fixed charges for each of the fiscal years ended December 27, 2013 and December 26, 2014.

The Form 10-K and other SEC filings of Pulse are available for inspection and copying at the SEC’s public reference room located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. The Form 10-K is also available to the public from the SEC’s website at http://www.sec.gov.

(b) Pro Forma Information. Not applicable.

(c) Summary Information. Set forth below is certain selected consolidated financial information with respect to Pulse derived from the audited consolidated financial statements of Pulse contained in the Form 10-K. More comprehensive financial information is included in the Form 10-K and in other documents filed by Pulse with the SEC, and the following financial information is qualified in its entirety by reference to the Form 10-K and other documents and all of the financial information (including any related notes) contained therein or incorporated therein by reference.

Pulse Electronics Corporation and Subsidiaries
Condensed Consolidated Balance Sheets
(in thousands, except per-share data)

Pulse Electronics Corporation and Subsidiaries
Condensed Consolidated Statements of Operations
(in thousands, except per-share data)

Pulse Electronics Corporation and Subsidiaries
Computation of Ratios of Earnings to Fixed Charges
(in thousands)

Item 14.   Persons/Assets, Retained, Employed, Compensated or Used.

(a) Solicitations or Recommendations. Not applicable.

(b) Employees and Corporate Assets. No officer, class of employees or corporate assets of Pulse has been or will be employed by or used by the Filing Persons in connection with the Transaction. Notwithstanding the foregoing, in preparing its fairness opinion, Houlihan Lokey relied upon projections prepared by certain officers and employees of Pulse.

Item 15.   Additional Information.

(b) Golden Parachute Compensation.

The information set forth below is intended to comply with Item 402(t) of Regulation S-K, which requires disclosure of information about compensation for each “named executive officer” of Pulse (the “named executive officers”) that is based on or otherwise relates to the Transaction. The information below assumes the consummation of the Transaction occurs in the first quarter of 2015, in accordance with the terms of the Merger Agreement and the terms of the equity award arrangements in effect as of the date of filing this Statement. The value of the acceleration of the named executive officers’ equity awards is calculated assuming a price per share of $1.50. No named executive officer is entitled to any single-trigger cash payments, double-trigger enhanced severance payments or benefits, or other enhanced payments, benefits or perquisites including but not limited to pension benefits, nonqualified deferred compensation arrangements or tax reimbursement in connection with the Transaction. Our former Chief Executive Officer, Ralph Faison, and former interim Chief Executive Officer, Alan Benjamin, do not hold any outstanding unvested equity and are not entitled to any payments or benefits that are based on or otherwise related to the Transaction.

Mr. Bond is the holder of an aggregate of 58,769 outstanding unvested restricted stock units, of which (a) 974 units are scheduled to vest on each of May 17, 2015, 2016 and 2017, (b) 12,338 units are scheduled to vest on October 11, 2017 and (c) 43,509 units are scheduled to vest in four equal installments on each of June 13, 2015, 2016, 2017 and 2018. Upon the closing of the Transaction, all such restricted stock units will automatically vest immediately and will be settled in cash at a per share price of $1.50 (less applicable taxes) in accordance with the Merger Agreement. Mr. Bond is also the holder of an aggregate of 20,500 stock options, of which 5,079 remain unvested. Upon the closing of the Transaction, all of such unvested stock options will automatically vest immediately and all outstanding such stock options will be cancelled. Mr. Bond will receive no consideration in connection with the cancellation of such options.

(c) Other Material Information. None.

Item 16.   Exhibits.

SIGNATURES

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.

Dated: April 3, 2015

SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS OF THE FILING PERSONS

The name, business address, position with entity, present principal occupation or employment, five-year employment history and citizenship of the directors and executive officers of the relevant company, together with the names, principal businesses of any corporations or other organizations in which such occupation is conducted, are set forth below. Each of the directors and executive officers of Pulse and Merger Sub are citizens of the United States, except Mark Twaalfhoven, who holds dual citizenship in the United States and The Netherlands. Unless otherwise noted, the business address of each director and executive officer of Pulse is c/o Pulse Electronics Corporation, 12220 World Trade Drive, San Diego, California 92128. Unless otherwise noted, the business address of each director and executive officer of Merger Sub is c/o Oaktree Capital Management, L.P., 333 South Grand Avenue, 28^th Floor, Los Angeles, California 90071.

PULSE ELECTRONICS CORPORATION (“PULSE”)

OCM PE MERGER SUB, INC. (“MERGER SUB”)

ADDITIONAL INFORMATION

To the knowledge of the Filing Persons, no person for whom information is provided in this Schedule I was convicted in a criminal proceeding during the past five years (excluding traffic violations or similar misdemeanors) or was a party to any judicial or administrative proceeding during the past five years 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.

Annex A

INVESTMENT AGREEMENT AND
AGREEMENT AND PLAN OF MERGER
   
BY AND AMONG
   
PULSE ELECTRONICS CORPORATION,
   
OCM PE HOLDINGS, L.P.
   
and
   
OCM PE MERGER SUB, INC.

DATED AS OF FEBRUARY 28, 2015

TABLE OF CONTENTS

TABLE OF CONTENTS

Index of Defined Terms

Exhibit A – Form of Articles of Incorporation
Exhibit B – Form of Bylaws
Exhibit C – FIRPTA Certificate
Exhibit D – Restructuring Request, Consent and Waiver

INVESTMENT AGREEMENT AND
AGREEMENT AND PLAN OF MERGER

THIS INVESTMENT AGREEMENT AND AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 28, 2015, by and among OCM PE HOLDINGS, L.P., a Delaware limited partnership (“Parent”), OCM PE MERGER SUB, INC., a Pennsylvania corporation (“Merger Sub”) and wholly owned subsidiary of Parent, and PULSE ELECTRONICS CORPORATION, a Pennsylvania corporation (the “Company”).

W I T N E S S E T H:

WHEREAS, Parent and Affiliates of investment funds managed by Oaktree Capital Management, L.P. (“Oaktree Capital Management”) own beneficially and of record 11,999,585 shares of the common stock of the Company, par value $0.125 per share (the “Company Common Stock”), which represents approximately 68.7% of the outstanding shares of Company Common Stock;

WHEREAS, for the consideration stated herein and subject to the terms hereof, Parent desires to make an additional investment in the Company, and the Company desires to obtain such investment (the “Investment”);

WHEREAS, immediately following consummation of the Investment and the issuance of shares in connection therewith, Parent and its Affiliates will own beneficially and of record in excess of 80% of the outstanding shares of Company Common Stock;

WHEREAS, Parent has proposed to the Special Committee (the “Special Committee”) of the Board of Directors of the Company that, immediately following the consummation of the Investment, Merger Sub acquire all of the issued and outstanding shares of Company Common Stock not owned by Parent;

WHEREAS, the Board of Directors of the Company established the Special Committee, consisting solely of independent and disinterested directors, to, among other things, consider and negotiate strategic transactions involving the Company, including the Investment and the merger (the “Merger”) of Merger Sub with and into the Company, with the Company as the Surviving Corporation (as defined below) and the other transactions contemplated by this Agreement (the Investment, the Merger and such other transactions, collectively, the “Transactions”), and to make a recommendation to the Board of Directors of the Company with respect thereto;

WHEREAS, the Special Committee has determined that it is fair to, advisable and in the best interests of the Company and the holders of Company Common Stock to enter into this Agreement with Parent and Merger Sub, providing for the Investment and the Merger, in accordance with the Pennsylvania Business Corporation Law of 1988, as amended (the “PBCL”);

WHEREAS, the Board of Directors of the Company, based on the recommendation of the Special Committee, has approved and declared it advisable for the Company to enter into this Agreement and consummate the Transactions upon the terms and subject to the conditions set forth herein; and

WHEREAS, the general partner of Parent and the board of directors of Merger Sub have adopted, approved and declared it advisable for Parent and Merger Sub to enter into this Agreement and consummate the Transactions upon the terms and subject to the conditions set forth herein (such resolutions, collectively, the “Parent Resolutions”), which Parent Resolutions constitute the only vote or consent of securityholders of the Company necessary to approve and adopt this Agreement and the Transactions.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements contained in this Agreement and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

THE TRANSACTIONS

Section 1.1 The Investment. At the Closing, upon the terms and subject to the conditions hereof, Parent shall purchase from the Company, and the Company shall sell and issue to Parent, that number of shares of Company Common Stock (the “Acquired Shares”) determined in the manner set forth in Section 1.1(b). Parent, in consideration for the Acquired Shares, will invest, or cause to be invested, $17,000,000.00 in the Company (the “Investment Amount”), in the following manner and subject to the terms and conditions set forth in this Agreement:

      (a) Loans. At the First Tranche Closing, Parent shall, or shall cause one or more of its Affiliates to, make loans to the Company or one or more of its Subsidiaries (the “Loans”) on economic and other terms no less favorable to the Company than the terms of the Term B Loans made under the Credit Agreement, pursuant to definitive loan, guarantee or collateral documentation reasonably satisfactory to Parent and the Company (including, as applicable, with respect to the perfection of liens and the conversion of such Loans to equity), in an aggregate principal amount equal to $8,500,000.00 (the amounts loaned to the Company in accordance with this Section 1.1(a), the “First Tranche Investment”).

      (b) Equity. At the Closing, (i) the Loans, if any, together with accrued interest, dividends or other amounts accrued thereon, shall convert into shares of Company Common Stock, in accordance with this Section 1.1(b) and (ii) Parent shall contribute, or cause to be contributed, to the capital of the Company cash in an amount equal to the Investment Amount less the principal amount of any Loans, and the Company shall issue to Parent, such number of shares of Company Common Stock as shall be determined by dividing the Investment Amount (together with accrued interest, dividends or other amounts accrued thereon) by the Merger Consideration (the “Share Issuance”); it being understood that to the extent that the sum of the number of shares of Company Common Stock owned by Parent and Affiliates of investment funds managed by Oaktree Capital Management as of the date hereof plus the number of shares issued to Parent pursuant to the Share Issuance is less than one share more than 80% of the outstanding shares of Company Common Stock as of immediately prior to the Effective Time, as a result of (x) a breach of Section 4.2 (Capitalization) or (y) any issuance of Capital Stock of the Company after the date hereof, then the number of shares issued in the Share Issuance shall be increased by the lowest number of shares as is sufficient to provide that Parent and Affiliates of investment funds managed by Oaktree Capital Management own one share more than 80% of the outstanding shares of Company Common Stock as of immediately prior to the Effective Time. Simultaneously with the Share Issuance, Parent shall ensure that it owns directly or indirectly all of the shares of Company Common Stock owned by Parent and Affiliates of investment funds managed by Oaktree Capital Management.

Section 1.2 The Merger. Upon the terms and subject to the conditions hereof, and in accordance with the relevant provisions of the PBCL, immediately following the consummation of the Investment, Merger Sub shall be merged with and into the Company. Following the Merger, the Company shall continue as the surviving corporation (the “Surviving Corporation”) under the name “PULSE ELECTRONICS CORPORATION” and shall continue its existence under the Laws of the Commonwealth of Pennsylvania, and the separate corporate existence of Merger Sub shall cease.

Section 1.3 First Tranche Closing; Closing; Effective Time.

      (a) First Tranche Closing. The closing of the First Tranche Investment (the “First Tranche Closing”) shall take place at the offices of Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New York 10019-6064, at 10:00 a.m. local time, (i) within thirty (30) days following the date of this Agreement or such earlier date as the Company and Parent may mutually agree, subject to (x) the execution by Parent or its Affiliates, on the one hand, and the Company or one or more of its Subsidiaries, on the other hand, of definitive documentation reasonably satisfactory to Parent and the Company with respect to the Loans pursuant to Section 1.1(a), and (y) the satisfaction or waiver by the party entitled to waive the same of all of the conditions to the First Tranche Closing set forth in Article VII (other than those conditions which, by their terms, are to be satisfied or waived at the First Tranche Closing, but subject to the satisfaction or waiver of those conditions on the First Tranche Closing Date), it being understood that if the conditions set forth in the foregoing clauses (x) and (y) of this Section 1.3 have not been satisfied within such thirty (30) day period, the First Tranche Closing shall occur two Business Days following the satisfaction (or waiver) of the conditions set forth in the foregoing clauses (x) and (y) of this Section 1.3, or (ii) at such other time, place and date as the Company and Parent may mutually agree. The date upon which the First Tranche Closing occurs is referred to as the “First Tranche Closing Date” and the time at which the First Tranche Closing occurs is referred to as the “First Tranche Closing Time.”

      (b) Closing. The closing of the Transactions (the “Closing”) shall take place at the offices of Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New York 10019-6064, at 10:00 a.m. local time, on the second Business Day after the date that all of the conditions to the Closing set forth in Article VII (other than those conditions which, by their terms, are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions on the Closing Date) shall have been satisfied or waived by the party entitled to waive the same, or at such other time, place and date as the Company and Parent may mutually agree. The date upon which the Closing occurs is referred to as the “Closing Date.” The Closing shall occur in the following sequence: (i) the Investment shall be consummated, and the Company shall issue Parent the Acquired Shares, in

accordance with Section 1.1(b), and (ii) immediately thereafter the parties shall cause to be filed articles of merger (the “Articles of Merger”) with the Department of State of the Commonwealth of Pennsylvania (the “Department of State”) to effect the Merger, in such form reasonably satisfactory to the Company and Parent as required by and executed in accordance with the relevant provisions of the PBCL (the date and time of the filing of the Articles of Merger with the Department of State being the “Effective Time”).

Section 1.4 Effect of the Merger; No Meeting of Shareholders.

      (a) Effect of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the PBCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation, all as provided under the PBCL.

      (b) Merger Without Meeting of Shareholders. Notwithstanding anything in this Agreement to the contrary, following consummation of the Investment, Parent shall own in excess of eighty percent (80%) of the total outstanding shares of Company Common Stock, and the parties shall take all necessary and appropriate action to cause the Merger to become effective in accordance with Section 1.3 without a meeting of shareholders of the Company, in accordance with Section 1924(b)(1)(ii) and Section 1924(b)(3) of the PBCL (or their successor provisions, if applicable).

Section 1.5 Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof:

      (a) Subject to Section 1.5(b), each issued and outstanding share of Company Common Stock at the Effective Time (other than Dissenting Shares and shares owned by Parent or Affiliates of investment funds managed by Oaktree Capital Management) shall be converted into the right to receive $1.50 in cash without interest (the “Merger Consideration”) upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 2.2.

      (b) Each share of Company Common Stock (i) issued and outstanding immediately prior to the Effective Time that is owned by Parent or Affiliates of investment funds managed by Oaktree Capital Management or (ii) that is owned by the Company or any of its Subsidiaries immediately prior to the Effective Time, shall be automatically cancelled and retired and cease to exist, and no payment or distribution shall be made with respect thereto.

      (c) All shares of Company Common Stock cancelled and converted pursuant to Section 1.5(b) shall no longer be outstanding and shall automatically be cancelled and retired and cease to exist, and each certificate representing any shares of Company Common Stock (“Certificate”) and each uncertificated share of Company Common Stock (“Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company (other than a holder identified in Section 1.5(b)), shall from and after the Effective Time represent only the right to receive the Merger Consideration in accordance with Section 1.5(a).

      (d) Notwithstanding anything in this Agreement to the contrary, including Section 1.5(a), (b) and (c), shares of Company Common Stock issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled to demand and properly demands payment of fair value of such shares in accordance with Subchapter D of Chapter 15 of the PBCL (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s dissenters rights under the PBCL with respect to such shares) shall not be converted into the right to receive the Merger Consideration with respect to such Dissenting Shares as provided in Section 1.5(a), but shall instead entitle the holder thereof to only such rights as are granted by Subchapter D of Chapter 15 of the PBCL with respect to such Dissenting Shares. At the Effective Time, the Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the rights as are granted by Subchapter D of Chapter 15 of the PBCL. Notwithstanding the foregoing, if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to dissent pursuant to Subchapter D of Chapter 15 of the PBCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Subchapter D of Chapter 15 of the PBCL, then the right of such holder to be paid fair value of such holder’s Dissenting Shares under Subchapter D of Chapter 15 of the PBCL shall cease and such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into

the right to receive the Merger Consideration in accordance with Section 1.5(a), without interest thereon, upon surrender of the certificate formerly representing such share. Notwithstanding anything to the contrary contained in Section 1.5(a), if the Merger is rescinded or abandoned prior to the Effective Time, then the right of any shareholder to be paid the fair value of such shareholder’s Dissenting Shares pursuant to Subchapter D of Chapter 15 of the PBCL shall cease. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to or following the Effective Time pursuant to the PBCL that relates to such demand, and Parent shall have the opportunity and right to direct all negotiations and proceedings with respect to such demands. Except with the prior written consent of Parent, neither the Company nor the Surviving Corporation shall make any payment with respect to, or settle or offer to settle, any such demands.

Section 1.6 Conversion of Common Stock of Merger Sub. The shares of common stock, no par value per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become that number of validly issued, fully paid and non-assessable shares of common stock, no par value per share, of the Surviving Corporation, equal to the sum of (i) the number of shares of Company Common Stock owned by Parent and Affiliates of investment funds managed by Oaktree Capital Management as of the date of this Agreement, (ii) the number of shares of Company Common Stock to be issued in accordance with Section 1.1(b) and (iii) the number of shares of Company Common Stock outstanding as of immediately prior to the Effective Time, other than, in the case of this clause (iii), (x) shares of Company Common Stock owned by Parent or Affiliates of investment funds managed by Oaktree Capital Management immediately prior to the Effective Time or (y) shares of Company Common Stock owned by the Company or any of its Subsidiaries immediately prior to the Effective Time, which shares of common stock of the Surviving Corporation shall constitute the only outstanding shares of Capital Stock of the Surviving Corporation.

ARTICLE II

EXCHANGE OF CERTIFICATES

Section 2.1 Paying Agent. Prior to the mailing of the Transaction Statement to the Company’s shareholders, Parent will appoint Citibank, N.A. (or such other bank or trust company as may be reasonably satisfactory to the Company) to act as paying agent (the “Paying Agent”) for the payment of the Merger Consideration, pursuant to a paying agent agreement reasonably satisfactory to the Company and Parent. At or prior to the Closing, Parent shall deposit or shall cause to be deposited with the Paying Agent, in a separate fund established for the benefit of the holders of shares of Company Common Stock for payment in accordance with this Article II, immediately available funds constituting an amount equal to the aggregate amount of Merger Consideration payable in accordance with Section 1.5(a).

Section 2.2 Exchange Procedures. As soon as reasonably practicable after the Effective Time (and in any event within five (5) Business Days), Parent and the Surviving Corporation shall cause the Paying Agent to mail to each holder of record immediately prior to the Effective Time (i) a letter of transmittal which shall be in customary form as reasonably satisfactory to the Company and Parent and which shall specify that delivery shall be effected and risk of loss and title to such holders of shares of Company Common Stock shall pass only upon delivery of the Certificates to the Paying Agent or, in the case of Uncertificated Shares, upon adherence to the procedures set forth in the letter of transmittal and (ii) instructions for effecting the surrender of such Certificates or Uncertificated Shares in exchange for the applicable Merger Consideration. Upon surrender of a Certificate or Uncertificated Shares to the Paying Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the holder of such Certificate or Uncertificated Shares shall be entitled to receive in exchange therefor cash in an amount equal to the product of (a) the number of shares of Company Common Stock represented by such Certificate or the number of Uncertificated Shares, as the case may be, multiplied by (b) the Merger Consideration. Any Certificate so surrendered shall forthwith be cancelled. No interest will be paid or will accrue on the Merger Consideration payable.

Section 2.3 No Further Ownership Rights. All cash paid as Merger Consideration pursuant to Section 1.5(a) shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock.

Section 2.4 No Liability. If any Certificate or Uncertificated Share shall not have been surrendered prior to one year after the Effective Time, any such Merger Consideration shall, to the extent permitted by applicable Law, be delivered to Parent, upon demand, and any holders of Company Common Stock who have not theretofore complied with the provisions of this Article II shall thereafter look only to Parent for satisfaction of their claims for such Merger

Consideration. Notwithstanding the foregoing, none of Parent, Merger Sub, the Company, the Surviving Corporation or the Paying Agent shall be liable to any Person in respect of any Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Certificate or Unc