EXHIBIT 99.1
Published on November 12, 2008
EXHIBIT 99.1
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MICROCHIP AND ON
SEMICONDUCTOR REMAIN
FULLY COMMITTED
TO ACQUISITION PROPOSAL
FOR ATMEL
Microchip
Intends to Nominate Slate of Directors at Atmel
Annual
Meeting of Shareholders
Microchip
Receives Antitrust Clearance Under Hart-Scott-Rodino
Chandler and Phoenix, Arizona,
November 12, 2008 – Microchip Technology Incorporated (NASDAQ: MCHP) and
ON Semiconductor Corporation (NASDAQ: ONNN) today further commented on their
proposal to acquire Atmel Corporation (NASDAQ:ATML) for $5.00 per share in cash,
which represents a 52.4% premium to Atmel’s closing price on the last trading
day before announcement of the proposal. Microchip also announced
today that it intends to nominate a slate of highly qualified directors at
Atmel’s next annual meeting of shareholders and that it has received clearance
to acquire Atmel under the Hart-Scott-Rodino Antitrust Improvements
Act.
Steve
Sanghi, President, Chief Executive Officer and Chairman of Microchip, and Keith
Jackson, President and Chief Executive Officer of ON Semiconductor said,
“Considering the significant value our proposal would create for Atmel’s
shareholders, we were surprised that Atmel’s Board rejected our offer without
engaging in any discussions with us. We remain fully committed to our
offer despite unprecedented weakness and volatility in the equity markets, which
have resulted in a decline of 23.6% in the Nasdaq Composite Index since we made
our proposal.”
“We are
confident that if Atmel were to enter into discussions and permit us to conduct
customary due diligence, we would be able to address concerns Atmel has
expressed with the perceived conditionality and complexity of our
offer. Our preference is to engage in a productive dialogue with
Atmel, and we are prepared to discuss all aspects of our proposal. However,
given the response of the Atmel Board, Microchip intends to take the offer
directly to Atmel’s shareholders by proposing an alternate slate of directors
for Atmel’s next shareholders meeting.”
ON
Semiconductor noted that it expects to receive antitrust clearance for its
proposed acquisition of Atmel’s Nonvolatile Memory, RF and Automotive businesses
after the necessary filings are made upon execution of an acquisition agreement
with Atmel.
Messrs
Sanghi and Jackson continued, “While we are not going to engage in a debate on
the history of our conversations, we disagree with Atmel’s version of the events
prior to our October 1st
proposal. More importantly, we believe shareholders should be given
the opportunity to decide whether they prefer our all cash premium transaction
or Atmel management’s risky and unsuccessful turnaround plan – a plan
significantly challenged by the deteriorating macroeconomic
environment.”
Forward
Looking Statements
Statements
in this press release, including those regarding Microchip’s and ON
Semiconductor’s proposal to acquire Atmel, may contain forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Words such as “anticipate”, “believe”, “expect”, “intend”,
“estimate” (and the negative of any of these terms), “future” and similar
expressions help identify forward looking statements. These forward
looking statements are subject to business and economic risk and reflect the
current expectations of each of Microchip’s and/or ON Semiconductor’s
management, as applicable, and involve subjects that are inherently uncertain
and difficult to predict. Actual results could differ materially from
these forward-looking statements because of factors such as: the possibility
that Microchip’s and ON Semiconductor’s joint proposal to acquire Atmel will be
rejected by Atmel’s board of directors or shareholders; the possibility that ON
Semiconductor will not be able to obtain sufficient financing; the possibility
that Microchip and ON Semiconductor will be unable to reach agreement on the
terms of the sale of certain Atmel assets; the possibility that, even if
Microchip’s and ON Semiconductor’s proposal is accepted, Microchip and/or ON
Semiconductor will not be able to satisfy closing conditions in any definitive
agreement, the transaction will not close or that the closing may be delayed;
the effect of the announcement of the proposal on each of Microchip’s, ON
Semiconductor’s and Atmel’s strategic relationships, operating results and
businesses generally, including the ability to retain key employees; each of
Microchip’s and ON Semiconductor’s ability to successfully integrate Atmel’s
operations and employees; general economic conditions; and other factors
described in Microchip’s SEC filings (including Microchip’s Annual Report on
Form 10-K for the fiscal year ended March 31, 2008 and Quarterly Report on Form
10-Q for the quarter ended September 30, 2008) and ON Semiconductor’s SEC
filings (including ON Semiconductor’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2007 and Quarterly Report on Form 10-Q for the quarter
ended September 26, 2008). If any of these risks or uncertainties
materialize, the joint proposal may not be accepted, the acquisitions may not be
consummated, the potential benefits of the acquisitions may not be realized,
Microchip’s, ON Semiconductor’s and/or Atmel’s operating results and financial
performance could suffer, and actual results could differ materially from the
expectations described in these forward-looking statements. All
information in this press release is as of November 12, 2008. Each of
Microchip and ON Semiconductor undertakes no duty to publicly update any
forward-looking statement, whether as a result of new information, future
developments or otherwise.
Important
Additional Information
This
communication is for informational purposes only and does not constitute an
offer to buy any securities or a solicitation of any vote or approval or a
solicitation of an offer to sell any securities. MICROCHIP AND ON
SEMICONDUCTOR INTEND TO FILE A PROXY STATEMENT WITH THE SECURITIES AND EXCHANGE
COMMISSION (THE “SEC”) RELATING TO
MICROCHIP’S AND ON SEMICONDUCTOR’S SOLICITATION OF PROXIES FROM THE SHAREHOLDERS
OF ATMEL FOR USE AT THE 2009 ANNUAL MEETING OF SHAREHOLDERS. ALL
ATMEL SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT FILED WITH THE SEC
CAREFULLY IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION.
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SHAREHOLDERS
WILL BE ABLE TO OBTAIN FREE COPIES OF THE PROXY STATEMENT FILED WITH THE SEC BY
MICROCHIP AT WWW.MICROCHIP.COM, BY ON SEMICONDUCTOR AT WWW.ONSEMI.COM, AND
THROUGH THE WEB SITE MAINTAINED BY THE SEC AT WWW.SEC.GOV. FREE
COPIES OF THE PROXY STATEMENT CAN ALSO BE OBTAINED BY DIRECTING A REQUEST TO
MICROCHIP’S AND ON SEMICONDUCTOR’S PROXY SOLICITOR, MACKENZIE PARTNERS, INC. AT
(650) 798-5206.
Each of
Microchip and ON Semiconductor and their respective directors and executive
officers and other persons may be deemed to be participants in the solicitation
of proxies from shareholders of Atmel in connection with the election of
directors and other matters. As of the date hereof, Microchip
beneficially owns approximately 4.1% of Atmel’s outstanding common
stock. Information regarding Microchip’s and ON Semiconductor’s
directors and executive officers is available in Microchip’s SEC filings
(including Microchip’s Annual Report on Form 10-K for the fiscal year ended
March 31, 2008 and its Proxy Statement for its 2008 Annual Meeting of
Shareholders) and ON Semiconductor’s SEC filings (including ON Semiconductor’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2007 and its
Proxy Statement for its 2008 Annual Meeting of Shareholders),
respectively. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect interests will
be contained in the Proxy Statement to be filed by Microchip and ON
Semiconductor with the SEC when it becomes available.
About
Microchip Technology
Microchip
Technology Incorporated (NASDAQ: MCHP) is a leading provider of microcontroller
and analog semiconductors, providing low-risk product development, lower total
system cost and faster time to market for thousands of diverse customer
applications worldwide. Headquartered in Chandler, Ariz., Microchip offers
outstanding technical support along with dependable delivery and quality. For
more information, visit the Microchip’s website at
www.microchip.com.
About
ON Semiconductor
With its
global logistics network and strong product portfolio, ON Semiconductor
Corporation (NASDAQ: ONNN) is a preferred supplier of high performance, energy
efficient, silicon solutions to customers in the power supply, automotive,
communication, computer, consumer, medical, industrial, mobile phone, and
military/aerospace markets.
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The
company’s broad portfolio includes power, analog, DSP, mixed-signal, advance
logic, clock management, non-volatile memory and standard component devices.
Global corporate headquarters are located in Phoenix, Arizona. The company
operates a network of manufacturing facilities, sales offices and design centers
in key markets throughout North America, Europe, and the Asia Pacific regions.
For more information, visit http://www.onsemi.com.
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Microchip
Investor Contacts:
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ON
Semiconductor Investor Contacts:
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MacKenzie
Partners
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Ken
Rizvi
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Amy
Bilbija
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(602)
244-3437
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(650)
798-5206
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ken.rizvi@onsemi.com
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abilbija@mackenziepartners.com
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Microchip
Media Contacts:
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ON
Semiconductor Media Contacts:
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Sard
Verbinnen & Co
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Anne
Spitza
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David
Reno
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(602)
244-6398
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(212)
687-8080
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anne.spitza@onsemi.com
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dreno@sardverb.com
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Andrew
Cole or Ron Low
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(415)
618-8750
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acole@sardverb.com
/ rlow@sardverb.com
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