EXHIBIT 99.1
Published on December 15, 2008
EXHIBIT
99.1
MICROCHIP
DELIVERS REQUIRED WRITTEN NOTICE TO ATMEL REGARDING
DIRECTOR
NOMINATIONS FOR ATMEL’S 2009 ANNUAL MEETING
Microchip
Seeking to Preserve Flexibility as it Evaluates Alternatives
for
Potential Transaction with Atmel
Chandler, Arizona, December 15,
2008 – Microchip Technology Incorporated (NASDAQ: MCHP) today announced
that it has delivered to Atmel Corporation (NASDAQ: ATML) the written
notification required to be delivered under Atmel’s bylaws in connection with
Microchip’s proposal of an alternate slate of directors at Atmel’s next annual
meeting of shareholders. Under Atmel’s bylaws, all nominations of
directors and proposals with respect to other business to be conducted at
Atmel’s 2009 annual meeting must be notified in writing to Atmel no later than
December 16, 2008.
Steve
Sanghi, President, Chief Executive Officer and Chairman of Microchip said, “We
have delivered the written notification that is a requirement under Atmel’s
bylaws in order to preserve Microchip’s flexibility as we evaluate our
alternatives with respect to a potential transaction with Atmel. We
believe these highly qualified and experienced nominees will act in the best
interests of all Atmel shareholders if elected to Atmel’s Board of
Directors. However, in light of the general deterioration of the
business and financing environments and the worsening business conditions in the
semiconductor industry in particular, Microchip cannot provide any assurances
that it will pursue a transaction with Atmel or, if it does pursue such a
transaction, what the terms may be.”
Microchip
notified Atmel that it is nominating the following candidates for election to
Atmel’s board of directors:
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Jonathan
Brooks: Mr. Brooks most recently served as Chief
Financial Officer and a Director of Glotel plc, a LSE-listed resource
solutions provider, from November 2005 to July 2007. Prior to
joining Glotel, from August 2003 to March 2005, Mr. Brooks was the
part-time interim Chief Financial Officer and a Director of Frontier
Silicon Limited, a supplier of innovative semiconductor, module and
software solutions for digital radio and connected audio systems and, from
January 2003 to July 2003, Mr. Brooks was the part-time interim Chief
Financial Officer of Inside Contactless SA, a fabless semiconductor
company dedicated exclusively to contactless technology. In
addition, from 1995 to 2002, Mr. Brooks was Chief Financial Officer and a
Director of ARM Holdings plc, a LSE- and NASDAQ-listed semiconductor
intellectual property supplier.
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Since May
2004, Mr. Brooks has served as a Director of Xyratex Ltd., a NASDAQ-listed
provider of enterprise-class data storage subsystems and storage infrastructure
manufacturing equipment and automation solutions. Mr. Brooks is also
currently a director of e2v Technologies plc, a LSE-listed designer and supplier
of specialized components and sub-systems that enable the world’s leading
systems companies to deliver innovative solutions for medical and science,
aerospace and defense, and commercial and industrial markets, and Aveva Group
plc, a LSE-listed engineering IT software provider to the plant, power and
marine industries. In addition, Mr. Brooks is the Chairman of
Picochip Inc., a private-equity backed company developing semiconductor
solutions for wireless applications, and a Director of Sophos Plc, an enterprise
IT security and control company. Mr. Brooks holds a Bachelor’s Degree
in Economic and Social Science from the University of Wales and an M.B.A. from
the University of Manchester and is a member of the Chartered Institute of
Management Accountants.
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Dan
Casey: Mr. Casey currently is serving as the Chief
Executive Officer and a Director of Sonomax Hearing Healthcare Inc., a
public company traded on the Canadian TSX Venture exchange that develops
instant, custom fit in-ear devices. Previously, Mr. Casey held
a number of senior positions with Future Electronics, a leader and
innovator in the distribution and marketing of semiconductors and passive,
interconnect and electro-mechanical components, including serving as
Executive Vice President from January 2006 to November 2007, Executive
Vice President – International Operations from October 2004 to December
2005, Corporate Vice President reporting to the President from September
2002 to October 2004, Corporate Vice President and Managing Director
International Operations based out of Singapore from January 2001 to
September 2002 and Vice President & MD – Future & FAI Europe
reporting to the Owner and President from September 1996 to December
2000.
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From
August 2006 to August 2007, Mr. Casey served as a Director of Sipex Corporation,
a designer, manufacturer and marketer of analog integrated
circuits. Mr. Casey holds a Bachelor’s Degree in Applied Science –
Mechanical Engineering from the University of Ottawa and an M.B.A. from the
University of Ottawa.
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G. Carl Everett
Jr.: Mr. Everett is a Venture Partner – Investor Advisor
with Accel Partners, a venture capital firm, and founded GCE Ventures, a
venture advisement firm, in April 2001. Prior to founding GCE
Ventures, from February 1998 to April 2001, Mr. Everett served as Senior
Vice President, Personal Systems Group of Dell Computer
Corporation. From 1978 to December 1996, Mr. Everett held
several management positions with Intel Corporation, including Senior Vice
President and General Manager of the Microprocessor Products Group and
Senior Vice President and General Manager of the Desktop Products
Group.
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Since
June 2001, Mr. Everett has served as a Director of FormFactor, Inc., a
NASDAQ-listed leader in developing and applying microelectromechanical systems
contact technology to advanced probe card designs. Mr. Everett also
currently serves on the board of directors of NetXen, Inc., a Silicon Valley
company focused in high performance networking and protocol
processing. Mr. Everett holds a Bachelor’s Degree in Business
Administration from New Mexico State University and an honorary Doctorate of
Laws degree from New Mexico State University.
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Michael L.
Hackworth: Mr. Hackworth most recently served as the
Chief Executive Officer and Chairman of the Board of Directors of Tymphany
Corporation, a private company providing innovative, high quality audio
transducers and acoustical engineering customization services for
manufacturers of both lifestyle consumer electronic products and
audiophile-quality, high-end solutions, from December 2002 until May
2007. Following his resignation as Chief Executive Officer in
May 2007, Mr. Hackworth continued to serve as Chairman of the Board of
Directors of Tymphany Corporation until September 2008. Mr.
Hackworth served as President and Chief Executive Officer of Cirrus Logic,
Inc., a NASDAQ-listed developer of high-precision, analog and mixed-signal
integrated circuits for a broad range of consumer and industrial markets,
from January 1985 to June 1998 and continued to serve as Chief Executive
Officer until February 1999. Mr. Hackworth also served as
Interim Chief Executive Officer of Cirrus Logic between March 2007 and
June 2007.
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Mr.
Hackworth currently serves as Chairman of the Board of Directors of Cirrus
Logic, a position he has held since July 1997, and he has served on the Cirrus
Logic board since 1985. Mr. Hackworth is also a director of Virage
Logic Corporation, a NASDAQ-listed provider of semiconductor intellectual
property for the design of complex integrated circuits, and Epicor Software
Corporation, a NASDAQ-listed global leader dedicated to providing integrated
enterprise resource planning, customer relationship management, supply chain
management and professional service automation software solutions to midmarket
companies and divisions of Global 1000 companies. Mr. Hackworth holds
a Bachelor’s Degree in Engineering from University of Santa Clara.
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Dr. Robert S.
Pepper: Dr. Pepper has been involved in the
semiconductor industry for more than forty-seven (47) years. He
most recently served as Vice President of Intel Corporation’s Network
Communications Group and President/Chief Technology Officer of Level One
Communications from August 1999 to July 2000. Prior to
joining Intel, Dr. Pepper was President, Chief Executive Officer and
Chairman of the Board of Directors of Level One Communications, a leading
manufacturer of integrated circuits for the rapidly growing communications
market, which was acquired by Intel in August 1999. Before
joining Level One Communications in 1986, Dr. Pepper was in private
practice as a general management and technical consultant for venture
capital firms. From 1979 to 1984, Dr. Pepper served as the Vice
President/General Manager of RCA’s Solid State Division. Dr.
Pepper served as Vice President and general manager of Analog Devices’
Semiconductor Division from 1975 to 1979. In addition, Dr.
Pepper headed the Semiconductor Research and Development Division at
Sprague Electric for eleven (11) years and had P&L responsibility for
three (3) semiconductor groups.
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Dr.
Pepper was a founding member and previously Chairman of the Board of Directors
for the Fabless Semiconductor Association (now the Global Semiconductor
Alliance). Dr. Pepper remains as director emeritus of
GSA. In addition, from January 2003 to March 2008, Dr. Pepper was
Chairman of the Board of Directors of KeyEye Communications, Inc., a fabless
semiconductor company, and from August 2003 to February 2006, Dr. Pepper was
Chairman of the Board of Directors of Varatouch Technology Inc., a company
providing solutions to companies that employ computer and electronic output
technology, which was acquired by Atrua Technologies, Inc. in February
2006. Dr. Pepper also served as a Director of Silicon Optix, a
company that sold its video processing technology and related assets to
Integrated Device Technology, Inc. in October 2008.
Dr.
Pepper was a professor at U.C. Berkeley from 1961 to 1964 after receiving his
B.S.EE, M.S.EE, and Ph.D.EE from that institution. For almost twenty
(20) years, Dr. Pepper was chairman of the college advisory board for
Engineering at U.C. Berkeley. Dr. Pepper currently remains a member
of that board. Dr. Pepper also is on the advisory board of the UC
Davis Center for Health and Technology.
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Alan G.
Rieper: Mr. Rieper most recently served as a Managing
Director and the Senior Semiconductor Analyst at Credit Suisse First
Boston, the investment bank, where he worked from 1998 to
2000. Mr. Rieper has specialized in analyzing the semiconductor
industry since 1979, first at Cowen and Company from 1979 through 1993, at
Morgan Stanley from 1993 through mid-1996, and at Deutsche Bank from
mid-1996 through 1998, before joining Credit Suisse in
mid-1998. Mr. Rieper was a Managing Director at Cowen and
Deutsche Bank, and a Principal at Morgan Stanley. Before
joining Cowen, Mr. Rieper was the Technology Analyst at National Life of
Vermont from 1972 through 1979, and an Office Equipment Analyst at
Citibank from 1968 through 1972. Prior to joining Citibank, Mr.
Rieper served as a supply officer in the United States Navy for three (3)
years.
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Mr.
Rieper currently serves as treasurer and executive board member of the Yankee
Clipper Council, Boy Scouts of America and is a founding member and current
president of its Eagle Scout Association. A retired Naval Reserve
Captain, Mr. Rieper is president of the Navy Supply Corps Officers of Greater
Boston. Mr. Rieper holds a B.S. in Business Administration from
Lehigh University and a M.B.A from Columbia University.
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Andrew
Sukawaty: Mr. Sukawaty currently is the Chairman and
Chief Executive Officer of Inmarsat Plc, a LSE-listed world-wide mobile
satellite services provider. Prior to joining Inmarsat, between
1996 and 2000, Mr. Sukawaty served as Chief Executive Officer and
President of Sprint PCS, the publicly listed wireless communications
company. In addition, he served as the Chief Executive Officer
of NTL Limited from 1993 to 1996. Previously, Mr. Sukawaty held
various management positions with US West and
AT&T.
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Since
October 2004, Mr. Sukawaty has served as Chairman of the Board of Directors of
Xyratex Ltd., a NASDAQ-listed provider of enterprise-class data storage
subsystems and storage infrastructure manufacturing equipment and automation
solutions. Mr. Sukawaty is also a non-executive director of Zesko
Holding B.V., the holding company for the Ziggo cable operator. Mr.
Sukawaty holds a B.B.A. from the University of Wisconsin and an M.B.A. from the
University of Minnesota.
In
addition to these nominations, Microchip notified Atmel that it intends to seek
stockholder approval at the Atmel 2009 annual meeting of certain amendments to
Atmel’s bylaws, including limitations on any amendments to Atmel’s bylaws after
May 14, 2008 (the last date of publicly reported changes to the bylaws), unless
they are approved by its stockholders.
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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.
Forward
Looking Statements
Statements
in this press release, including those regarding Microchip’s nomination of
directors for election at Atmel’s 2009 annual meeting, Microchip’s intention to
propose other business at Atmel’s 2009 annual meeting and Microchip’s evaluation
of its potential alternatives for pursuing a transaction with 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 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 withdraw its nomination of directors and its proposed bylaw
amendments prior to Atmel’s 2009 annual meeting; the possibility that Microchip
will not pursue a transaction with Atmel; 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 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 December
15, 2008. Microchip undertakes no duty to publicly update any
forward-looking statement, whether as a result of new information, future
developments or otherwise.
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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 CURRENTLY
INTENDS TO FILE A PRELIMINARY 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 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.
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Microchip Investor
Contacts:
MacKenzie
Partners
Amy
Bilbija
(650)
798-5206
abilbija@mackenziepartners.com
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Microchip
Media Contacts:
Sard
Verbinnen & Co
David
Reno
(212)
687-8080
dreno@sardverb.com
Andrew
Cole or Ron Low
(415)
618-8750
acole@sardverb.com
/ rlow@sardverb.com
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