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.
Messrs 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.”
Forward Looking Statements
Statements in this press release, including those regarding Microchip’s
and ON Semiconductor’s proposal to acquire
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 each of Microchip’s
and/or ON Semiconductor’s management, as
applicable, 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’s and ON Semiconductor’s
joint proposal to acquire Atmel will be rejected by Atmel’s
board of directors or shareholders; the possibility that ON
Semiconductor will not be able to obtain sufficient financing; the
possibility that Microchip and ON Semiconductor will be unable to reach
agreement on the terms of the sale of certain Atmel assets; the
possibility that, even if Microchip’s and ON
Semiconductor’s proposal is accepted,
Microchip and/or ON Semiconductor will not be able to satisfy closing
conditions in any definitive agreement, the transaction will not close
or that the closing may be delayed; the effect of the announcement of
the proposal on each of Microchip’s, ON
Semiconductor’s and Atmel’s
strategic relationships, operating results and businesses generally,
including the ability to retain key employees; each of Microchip’s
and ON Semiconductor’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)
and ON Semiconductor’s SEC filings (including
ON Semiconductor’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2007 and Quarterly Report on Form
10-Q for the quarter ended September 26, 2008). If any of these risks or
uncertainties materialize, the joint proposal may not be accepted, the
acquisitions may not be consummated, the potential benefits of the
acquisitions may not be realized, Microchip ’ s,
ON Semiconductor ’ 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 12, 2008. Each of Microchip and ON Semiconductor undertakes
no duty to publicly update any forward-looking statement, whether as a
result of new information, future developments or otherwise.
