Microchip’s proposal to acquire Atmel deemed a “superior proposal” by Atmel’s Board of Directors

Microchip Technology Incorporated, a 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 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.

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