Microchip Technology Inc. (NASDAQ: MCHP), a leading provider of microcontroller, mixed-signal, analog and Flash-IP solutions, was informed that the board of directors of Atmel Corporation (NASDAQ: ATML) had determined that Microchip´s proposal to acquire Atmel for USD 8.15 per share in a cash and stock transaction constitutes a “Superior Proposal” under the terms of Atmel´s merger agreement with Dialog Semiconductor PLC, the company said.
Under the terms of Microchip´s proposal, stockholders of Atmel will receive USD 7.00 per share in cash and USD 1.15 per share in Microchip common stock, valued at the average closing sale price for a share of Microchip common stock for the ten most recent trading days ending on the last trading day prior to the closing.
The maximum number of Microchip shares to be issued in the transaction is 13.0 million, after which the cash consideration per share will be increased such that the combined cash and stock consideration will remain at USD 8.15 per share. Microchip was informed that Atmel has given written notice to Dialog of its intent to change its recommendation and terminate the Dialog transaction in favor of the Microchip proposal.
As a result, Atmel will be entitled to terminate the Dialog merger agreement if Dialog does not make, within four business days following the receipt of the notice, a written, binding proposal that would cause the Microchip proposal to no longer constitute a “Superior Proposal.”
If Microchip and Atmel execute a merger agreement on the terms proposed by Microchip, the transaction is expected to be immediately accretive to Microchip´s non-GAAP earnings per share following the closing of such transaction.
J.P. Morgan is acting as Microchip´s exclusive financial advisor. Wilson Sonsini Goodrich & Rosati, P.C. is acting as Microchip´s legal advisor.
Microchip Technology is a leading provider of microcontroller, mixed-signal, analog and Flash-IP solutions, 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.