DFAN14A: Definitive additional proxy soliciting materials filed by non-management including Rule 14(a)(12) material
Published on February 3, 2010
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
(Amendment
No. )
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¨ Definitive
Additional Materials.
ý Soliciting
Material Pursuant to § 240.14a-12.
Silicon
Storage Technology, Inc.
(Name
of Registrant as Specified in its Charter)
Microchip
Technology Incorporated
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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of each class of securities to which transaction
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number of securities to which transaction
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0-11 (set forth the amount on which the filing fee is calculated and state
how it was determined):
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Filed by
Microchip Technology Incorporated
Pursuant
to Rule 14a-12
of the
Securities Exchange Act of 1934
Subject
Company: Silicon Storage Technology, Inc.
Commission
File No.: 000-26944
On
February 3, 2010, Microchip Technology Incorporated posted the following
materials on their website, www.microchip.com, in
connection with their proposed acquisition of Silicon Storage Technology,
Inc.
©February
2010
Silicon
Storage Technology Acquisition
February
3, 2010
2
SST
Acquisition/February 2010
SST
Overview
● Global
leader in embedded Flash technology
and licensing
and licensing
● Other
businesses include
Ø Serial/Parallel/Specialty
Flash Memory
Ø 8051
Microcontrollers and NAND Controllers
Ø NAND
Drives
Ø WiFi Power
Amplifiers and Low Noise Amplifiers
● Headquartered
in Sunnyvale, CA
Ø 574 employees
worldwide
● ~$180M
cash and liquid trading securities on
balance sheet
balance sheet
Ø No
debt
3
SST
Acquisition/February 2010
Compelling
Strategic
Rationale
● Proprietary
SuperFlash® technology is a critical
building block technology for advanced
microcontrollers
building block technology for advanced
microcontrollers
Ø Licensed by most
major foundries and microcontroller
OEM’s
OEM’s
Ø Secures critical
embedded flash technology for our core
microcontroller business
microcontroller business
Ø Enables earlier
access to advanced technologies
Ø Enables ability to
customize technology variants that give
us an advantage over competing technologies
us an advantage over competing technologies
● Adds
strong patent portfolio to Microchip IP
portfolio
portfolio
Ø >360 patents
granted; >180 patents pending
● Adds
8051 microcontrollers and NAND
controllers to our portfolio
controllers to our portfolio
4
SST
Acquisition/February 2010
Financial
Reporting Plan
● Licensing,
8051 microcontrollers and NAND controller
will be consolidated into Microchip’s financial reporting
for continuing operations
will be consolidated into Microchip’s financial reporting
for continuing operations
Ø Continue investing
in Superflash technology, consistent with
enabling our technology needs and growing the licensing business
enabling our technology needs and growing the licensing business
● Plan
to rationalize Serial/Parallel/Specialty Flash
businesses consistent with:
businesses consistent with:
Ø Supporting and
growing the licensing business
Ø Emulating
Microchip’s high margin serial EEPROM business model
Ø Will be treated as
an asset held for sale until rationalizing is
completed
completed
● Plan
to divest NAND Drive and WiFi Amplifier
businesses
businesses
Ø Will be assets held
for sale
5
SST
Acquisition/February 2010
Transaction
Summary
● Transaction
value of $275M
Ø $95M net of SST’s
cash and liquid trading
securities
securities
● Expect
excellent blended non-GAAP
operating margins after divestitures
operating margins after divestitures
● Expect
transaction to be accretive on a
non-GAAP basis in the first full quarter
non-GAAP basis in the first full quarter
● Expect
transaction to close in CQ210
©February
2010
Forward-Looking
Statements
The
foregoing slides contain statements regarding our plans for SST's technology and
business units, expected Non-GAAP operatingx
margins and the transaction being accretive on a Non-GAAP basis. Such statements are forward-looking statements made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties that
could cause actual results to differ materially, including, but not limited to: the actual timing of the closing of the SST acquisition, the
satisfaction of the conditions to closing in the SST acquisition agreement, any termination of the SST acquisition agreement, changes in
demand or market acceptance of SST’s products and technology and the products and technology needs of its customers, changes in
demand or market acceptance of our products and the products of our customers; competitive developments including changes in
microcontroller technologies; the costs and outcome of any current or future tax audit or any litigation involving our or SST’s intellectual
property, customers or other issues; disruptions due to natural disasters, terrorist activity, armed conflict, war, worldwide oil prices and
supply, public health concerns or disruptions in the transportation system; 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 filings of Microchip on Forms
10-K and 10-Q. You can obtain copies of Microchip’s Forms 10-K and 10-Q and other relevant documents for free at Microchip’s Web
site (www.microchip.com) or the SEC's Web site (www.sec.gov) or from commercial document retrieval services. Stockholders are
cautioned not to place undue reliance on our forward-looking statements, 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 the February 3, 2010 date of these slides or to reflect the occurrence of unanticipated events.
margins and the transaction being accretive on a Non-GAAP basis. Such statements are forward-looking statements made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties that
could cause actual results to differ materially, including, but not limited to: the actual timing of the closing of the SST acquisition, the
satisfaction of the conditions to closing in the SST acquisition agreement, any termination of the SST acquisition agreement, changes in
demand or market acceptance of SST’s products and technology and the products and technology needs of its customers, changes in
demand or market acceptance of our products and the products of our customers; competitive developments including changes in
microcontroller technologies; the costs and outcome of any current or future tax audit or any litigation involving our or SST’s intellectual
property, customers or other issues; disruptions due to natural disasters, terrorist activity, armed conflict, war, worldwide oil prices and
supply, public health concerns or disruptions in the transportation system; 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 filings of Microchip on Forms
10-K and 10-Q. You can obtain copies of Microchip’s Forms 10-K and 10-Q and other relevant documents for free at Microchip’s Web
site (www.microchip.com) or the SEC's Web site (www.sec.gov) or from commercial document retrieval services. Stockholders are
cautioned not to place undue reliance on our forward-looking statements, 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 the February 3, 2010 date of these slides or to reflect the occurrence of unanticipated events.
Thank You!
www.microchip.com
©February
2010
Additional
Information and Where to Find It
In connection
with the proposed merger, SST will file a proxy statement and other related
documents with the Securities and Exchange
Commission, or the SEC. INVESTORS AND SHAREHOLDERS ARE ADVISED TO READ THESE DOCUMENTS WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders may obtain a free
copy of these documents (when available) and other documents filed by SST at the SEC's web site at www.sec.gov and at the Investor
section of their website at www.SST.com. The proxy statement and such other documents may also be obtained for free from SST by
directing such request to Silicon Storage Technology, Inc., Attention: Ricky Gradwohl, 1020 Kifer Road, Sunnyvale, California 94086,
Telephone: (408) 735-9110.
Commission, or the SEC. INVESTORS AND SHAREHOLDERS ARE ADVISED TO READ THESE DOCUMENTS WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders may obtain a free
copy of these documents (when available) and other documents filed by SST at the SEC's web site at www.sec.gov and at the Investor
section of their website at www.SST.com. The proxy statement and such other documents may also be obtained for free from SST by
directing such request to Silicon Storage Technology, Inc., Attention: Ricky Gradwohl, 1020 Kifer Road, Sunnyvale, California 94086,
Telephone: (408) 735-9110.
Microchip, SST and
their directors and executive officers may be deemed to be participants in the
solicitation of proxies from the
shareholders of SST in connection with the Merger. Information regarding the special interests of these directors and executive officers
in the transaction will be included in the proxy statement described above. Additional information regarding the directors and executive
officers of Microchip is also included in Microchip's proxy statement for its 2009 Annual Meeting of Stockholders, which was filed with the
SEC on July 10, 2009. Additional information regarding the directors and executive officers of SST is also included in SST’s proxy
statement for its 2009 Annual Meeting of Shareholders, which was filed with the SEC on April 30, 2009. These documents are available
free of charge at the SEC's web site at www.sec.gov and as described on the previous slide.
shareholders of SST in connection with the Merger. Information regarding the special interests of these directors and executive officers
in the transaction will be included in the proxy statement described above. Additional information regarding the directors and executive
officers of Microchip is also included in Microchip's proxy statement for its 2009 Annual Meeting of Stockholders, which was filed with the
SEC on July 10, 2009. Additional information regarding the directors and executive officers of SST is also included in SST’s proxy
statement for its 2009 Annual Meeting of Shareholders, which was filed with the SEC on April 30, 2009. These documents are available
free of charge at the SEC's web site at www.sec.gov and as described on the previous slide.
Thank You!
www.microchip.com