Microchip & ON Semi Remain Fully Committed To Acquisition Proposal For Atmel

November 13, 2008 by Jeff Shepard

Microchip Technology Inc. and ON Semiconductor Corp. further commented on their proposal to acquire Atmel Corp. (NASDAQ:ATML) for $5.00 per share in cash, which is said to represent a 52.4% premium to Atmel’s closing price on the last trading day before announcement of the proposal. Microchip also announced that it intends to nominate a slate of 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.

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."