EXHIBIT 99.1
Published on November 18, 2008
Exhibit
99.1
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ON
SEMICONDUCTOR WITHDRAWS FROM
PROPOSAL TO ACQUIRE ATMEL
Microchip
Intends to Evaluate its Potential Alternatives following
ON
Semiconductor’s Withdrawal
Phoenix and Chandler, Arizona,
November 18, 2008 – ON Semiconductor Corporation (NASDAQ: ONNN) today
announced that it is withdrawing from its joint proposal with Microchip
Technology Incorporated (NASDAQ: MCHP) to acquire Atmel Corporation (NASDAQ:
ATML).
Keith
Jackson, President and Chief Executive Officer of ON Semiconductor said, “While
we believe that Atmel’s Nonvolatile Memory and RF and Automotive businesses
would be an attractive strategic acquisition, we have decided to withdraw from
the proposal due to the unforeseen deterioration in the semiconductor market
since we announced our proposal as well as the unprecedented weakness in the
financial markets.”
Steve
Sanghi, President, Chief Executive Officer and Chairman of Microchip said, “We
are disappointed that difficult semiconductor industry and financial market
conditions have resulted in ON Semiconductor withdrawing from our joint proposal
to acquire Atmel. As a result of ON Semiconductor’s withdrawal,
Microchip must also withdraw its $5 per share offer for
Atmel. However, Microchip intends to evaluate its potential
alternatives for pursuing a transaction without ON Semiconductor.”
Forward
Looking Statements
Statements
in this press release, including those regarding Microchip’s continued
evaluation of its potential alternatives for pursuing a transaction without ON
Semiconductor, 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 Microchip’s
management, 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 will not continue to pursue a transaction with Atmel evaluating its
potential alternatives for pursuing a transaction without ON Semiconductor; the
possibility that any future proposal by Microchip to acquire Atmel will be
rejected by Atmel’s board of directors or shareholders; the possibility that,
even if Microchip commences a future proposal to acquire Atmel, Microchip will
be unable to reach agreement on the terms of the sale of certain Atmel assets
with third parties, Microchip will not be able to satisfy closing conditions in
any definitive agreement, or the transaction will not close
or that
the closing may be delayed; the effect of the announcement of any proposal on
each of Microchip’s and Atmel’s strategic relationships, operating results and
businesses generally, including the ability to retain key employees; Microchip’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). If any of these risks or uncertainties materialize,
Microchip may not continue to pursue a transaction with Atmel, any proposed
acquisition may not be consummated, the potential benefits of any acquisition
may not be realized, Microchip’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 18,
2008. Microchip 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 MAY FILE A
PROXY STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) RELATING TO
MICROCHIP’S POSSIBLE SOLICITATION OF PROXIES FROM THE SHAREHOLDERS OF ATMEL FOR
USE AT THE 2009 ANNUAL MEETING OF SHAREHOLDERS. ALL ATMEL
SHAREHOLDERS ARE URGED TO READ ANY SUCH PROXY STATEMENT FILED WITH THE SEC
CAREFULLY IN ITS ENTIRETY WHEN AND IF IT BECOMES AVAILABLE BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION.
SHAREHOLDERS
WILL BE ABLE TO OBTAIN FREE COPIES OF ANY SUCH PROXY STATEMENT FILED WITH THE
SEC BY MICROCHIP AT WWW.MICROCHIP.COM AND THROUGH THE WEB SITE MAINTAINED BY THE
SEC AT WWW.SEC.GOV. FREE COPIES OF ANY SUCH PROXY STATEMENT CAN ALSO
BE OBTAINED BY DIRECTING A REQUEST TO MICROCHIP’S PROXY SOLICITOR, MACKENZIE
PARTNERS, INC. AT (650) 798-5206.
Microchip
and its directors and executive officers and other persons could 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 4.4% of Atmel’s
outstanding common stock. Information regarding Microchip’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). Other information regarding the participants in any
proxy solicitation and a description of their direct and indirect interests will
be contained in any Proxy Statement filed by Microchip with the SEC when and if
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,
Arizona. Microchip offers outstanding technical support along with
dependable delivery and quality. For more information, visit
Microchip’s website at www.microchip.com.
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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. 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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