CHANDLER, Ariz., Jan. 13, 2016 /PRNewswire/ -- Microchip
Technology Incorporated (NASDAQ: MCHP), a leading provider of
microcontroller, mixed-signal, analog and Flash-IP solutions today
announced that it was informed last night that the Board of
Directors of Atmel Corporation (NASDAQ: ATML) had determined that
Microchip's proposal to acquire Atmel for $8.15 per share in a cash and stock transaction
constitutes a "Superior Proposal" under the terms of Atmel's merger
agreement with Dialog Semiconductor PLC.
Under the terms of Microchip's proposal, stockholders of Atmel
will receive $7.00 per share in cash
and $1.15 per share in Microchip
common stock, valued at the average closing sale price for a share
of Microchip common stock for the ten most recent trading days
ending on the last trading day prior to the closing. The maximum
number of Microchip shares to be issued in the transaction is 13.0
million, after which the cash consideration per share will be
increased such that the combined cash and stock consideration will
remain at $8.15 per share. Microchip
was informed that Atmel has given written notice to Dialog of its
intent to change its recommendation and terminate the Dialog
transaction in favor of the Microchip proposal. As a result, Atmel
will be entitled to terminate the Dialog merger agreement if Dialog
does not make, within four business days following the receipt of
the notice, a written, binding proposal that would cause the
Microchip proposal to no longer constitute a "Superior
Proposal."
"The combined business of Microchip and Atmel will create a
microcontroller, analog and internet of things (IoT) powerhouse.
Atmel's portfolio of microcontrollers, wireless, touch, memory and
automotive products complements and enhances many of Microchip's
solutions in these areas. We believe that combining Atmel's
business with Microchip's business will offer our combined
customers a broader range of innovative solutions to serve their
needs, while creating significant long-term stockholder value,"
said Steve Sanghi, President and CEO
of Microchip.
"Microchip's enduring vision is to be the very best embedded
control solutions company ever. Our strategy behind this vision is
to enable the growing market for smart, connected and secure
solutions for the automotive, industrial, office automation,
consumer and telecom markets. We believe that the combined
microcontroller, analog, memory, automotive, security, computing,
networking, wireless, touch, timing and technology licensing
product lines of Microchip and Atmel will present a powerful
portfolio of innovative solutions for these growing markets.
We also believe this acquisition will further enhance our analog
and mixed-signal opportunities as we expect to attach these
products to an expanded set of microcontroller customer
applications," said Ganesh Moorthy, COO of Microchip.
If Microchip and Atmel execute a merger agreement on the terms
proposed by Microchip, the transaction is expected to be
immediately accretive to Microchip's non-GAAP earnings per share
following the closing of such transaction.
J.P. Morgan is acting as Microchip's exclusive financial
advisor. Wilson Sonsini Goodrich
& Rosati, P.C. is acting as Microchip's legal advisor.
There will be no conference call held in connection with this
press release.
About Microchip Technology
Microchip Technology Inc. (NASDAQ: MCHP) is a leading
provider of microcontroller, mixed-signal, analog and Flash-IP
solutions, providing low-risk product development, lower total
system cost and faster time to market for thousands of diverse
customer applications worldwide. Headquartered in
Chandler, Arizona, Microchip
offers outstanding technical support along with dependable delivery
and quality. For more information, visit the Microchip
website at http://www.microchip.com.
Forward Looking Statements
The statements in this release relating to the combined business
of Microchip and Atmel creating a microcontroller, analog and IoT
powerhouse, that Atmel's portfolio of microcontrollers,
wireless, touch, memory and automotive products complements and
enhances many of Microchip's solutions in these areas, our belief
that combining Atmel's business with Microchip's business will
offer our combined customers a broader range of innovative
solutions to serve their needs, while creating significant
long-term stockholder value, Microchip's vision to be the very best
embedded control solutions company ever, Microchip's strategy to
enable the growing market for smart, connected and secure solutions
for the automotive, industrial, office automation, consumer and
telecom markets, our belief that the combined microcontroller,
analog, memory, automotive, security, computing, networking,
wireless, touch, timing and technology licensing product lines of
Microchip and Atmel will present a powerful portfolio of innovative
solutions for these growing markets, our belief that this
acquisition will further enhance our analog and mixed-signal
opportunities as we expect to attach these products to an expanded
set of microcontroller customer applications, and that the
transaction is expected to be immediately accretive to Microchip's
non-GAAP earnings per share are forward-looking statements made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking
statements are subject to a number of business, economic, legal and
other risks that are inherently uncertain and difficult to predict,
including, but not limited to: whether Microchip and Atmel actually
enter into a merger agreement and the definitive terms of such
agreement, the actual timing of the closing of the acquisition if
the proposed merger agreement is executed, the satisfaction
of the conditions to closing in the proposed merger agreement
(including obtaining Atmel stockholder approval and regulatory
clearances), any termination of the existing merger agreement
between Atmel and Dialog Semiconductor or the proposed merger
agreement between Microchip and Atmel, changes in demand or market
acceptance of the products of Atmel or Microchip and the products
of their respective customers; competitive developments; the costs
and outcome of any current or future litigation involving
Microchip, Atmel or the acquisition transaction; the effect of the
acquisition on Microchip's and Atmel's existing relationships with
customers and vendors and their operating results and businesses;
the progress and costs of development of Microchip and Atmel
products and the timing and market acceptance of those new
products; Microchip's ability to successfully integrate Atmel's
operations and employees, retain key employees and otherwise
realize the expected synergies and benefits of the transaction;
fluctuations in Microchip's stock price which would impact the
number of shares that Microchip issues in the transaction; and
general economic, industry or political conditions in the United States or internationally.
For a detailed discussion of these and other risk factors,
please refer to the SEC filings of Microchip and Atmel including
those on Forms 10-K, 10-Q and 8-K. You can obtain copies of
Forms 10-K, 10-Q and 8-K and other relevant documents for free at
Microchip's website (www.microchip.com), at Atmel's website
(www.atmel.com) (as applicable) or the SEC's website (www.sec.gov)
or from commercial document retrieval services.
Stockholders of Microchip are cautioned not to place undue
reliance on the forward-looking statements in this press release,
which speak only as of the date such statements are made.
Microchip undertakes no obligation to publicly update any
forward-looking statements to reflect events, circumstances or new
information after this January 13,
2016 press release, or to reflect the occurrence of
unanticipated events.
Additional Information and Where to Find It
If Microchip and Atmel execute a merger agreement on the
proposed terms, Microchip will file a Registration Statement on
Form S-4 that will include a proxy statement of Atmel in connection
with the acquisition transaction. Investors and security
holders are urged to read this document when it becomes available
because it will contain important information about the
transaction. Investors and security holders may obtain free copies
of these documents (when they are available) and other documents
filed with the SEC at the SEC's web site at www.sec.gov.
Microchip, Atmel and their directors and executive officers
may be deemed to be participants in the solicitation of proxies
from the stockholders of Atmel in connection with the acquisition
transaction. Information regarding the special interests of
these directors and executive officers in the transaction will be
included in the proxy statement/prospectus described above.
Additional information regarding the directors and executive
officers of Microchip is also included in Microchip's proxy
statement for its 2015 Annual Meeting of Stockholders, which was
filed with the SEC on July10, 2015. Additional information
regarding the directors and executive officers of Atmel is also
included in Atmel's proxy statement for its 2015 Annual Meeting of
Stockholders, which was filed with the SEC on April 3, 2015. These documents are
available free of charge at the SEC's web site at www.sec.gov and
as described above.
Note: The Microchip name and logo are registered trademarks of
Microchip Technology Inc. in the USA and other countries. All other
trademarks mentioned herein are the property of their respective
companies.
INVESTOR RELATIONS CONTACT:
J. Eric Bjornholt – CFO (480)
792-7804
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SOURCE Microchip Technology Incorporated