LONDON — (BUSINESS WIRE) — December 11, 2015 — Dialog Semiconductor plc ("Dialog" or "Company") (XETRA: DLG) today announced that, consistent with its status as a foreign private issuer, it has confidentially submitted a draft registration statement on Form F-4 with the United States Securities and Exchange Commission (the "SEC") in connection with its previously announced proposed acquisition of Atmel Corporation (Nasdaq: ATML). The registration statement contains a draft prospectus and proxy statement in connection with the proposed acquisition. The definitive versions of the prospectus and proxy statement will be filed publicly with the SEC and mailed to stockholders of Atmel prior to the time the Atmel shareholder meeting is scheduled.
Dialog also acknowledged Atmel's recent announcement of its receipt of an unsolicited proposal to acquire all of the outstanding shares of Atmel common stock. Atmel's board of directors has determined to engage in discussions with the potential acquirer, consistent with its rights under the Dialog merger agreement. Atmel's board of directors has not determined whether the proposal constitutes a "Company Superior Proposal" under the terms of the Dialog merger agreement, and the Dialog merger agreement remains in full effect and Atmel's board of directors continues to recommend the Dialog transaction to its stockholders.
Dialog provides highly integrated standard and custom mixed-signal integrated circuits (ICs), optimised for smartphone, tablet, IoT, LED Solid State Lighting (SSL) and Smart Home applications. Dialog brings strong expertise to the rapid development of ICs while providing flexible and dynamic support, innovation and the assurance of dealing with an established business partner. With world-class manufacturing partners, Dialog operates a fabless business model and is a socially responsible employer pursuing many programs to benefit the employees, community, other stakeholders and the environment. Dialog's power saving technologies including DC-DC configurable system power management deliver high efficiency and enhance the consumer's user experience by extending battery lifetime and enabling faster charging of their portable devices. Its technology portfolio also includes audio, Bluetooth(R) Smart, Rapid Charge(TM) AC/DC power conversion and multi-touch.
Dialog is headquartered in London with a global sales, R&D and marketing organisation. In 2014, it had $1.16 billion in revenue and was one of the fastest growing European public semiconductor companies.
This communication is not a prospectus as required by the Prospectus Directive of the European Parliament and of the Council of 4 November 2003 (No 2003/71/EC). It does not constitute or form part of an offer to sell or any invitation to purchase or subscribe for any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the proposed merger or otherwise. Any acceptance or response to the proposed merger should be made only on the basis of the information referred to, in respect of Dialog shareholders, a shareholder circular seeking the approval of Dialog shareholders for the proposed merger, and the issuance of ordinary shares in the form of ADSs to Atmel's stockholders (the "Circular") or, in respect of Atmel's stockholders, a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed merger involving Dialog and Atmel. In connection with the proposed merger, Dialog will file with the U.S. Securities and Exchange Commission (the "SEC") a Registration Statement on Form F-4 (the "Registration Statement") containing a prospectus with respect to Dialog's ordinary shares to be issued in the proposed merger and a proxy statement of Atmel in connection with the proposed merger (the "Proxy Statement/Prospectus"). Each of Dialog and Atmel intends to file other documents with the SEC regarding the proposed merger. The definitive Proxy Statement/Prospectus will be mailed to stockholders of Atmel and will contain important information about the proposed merger and related matters. Shareholders of Dialog and stockholders of Atmel are advised to read carefully the formal documentation in relation to the proposed merger once it has been dispatched. The proposals for the proposed merger will, in respect of Dialog shareholders, be made solely through the Circular, and, in respect of Atmel's stockholders, be made solely through the Proxy Statement/Prospectus. Both the Circular and the final Proxy Statement/Prospectus will contain the full terms and conditions of the way in which the proposed merger will be implemented, including details of how to vote with respect to the implementation of the proposed merger. Any acceptance or other response to the proposals should be made only on the basis of the information in respect of the Dialog shareholders, in the Circular, or, in respect of Atmel's stockholders, in the Proxy Statement/Prospectus.
This communication comprises an advertisement for the purposes of paragraph 3.3R of the Prospectus Rules made under Part VI of the FSMA and not a prospectus. Any prospectus in connection with the admission of ordinary shares of Dialog to the Regulated Market of, and to trading on, the Frankfurt Stock Exchange (the "UK Prospectus") will be published at a later date.
Copies of the Circular have been and the UK Prospectus will be, from the
date of posting to Dialog shareholders, filed with the UK Listing
Authority and submitted to the National Storage Mechanism and available
for inspection at
and available for inspection by Dialog shareholders at the registered
office of Dialog Semiconductor plc, Tower Bridge House, St. Katharine's
Way, London E1W 1AA, United Kingdom, during normal business hours on any
weekday (Saturdays, Sundays and public holidays excepted) and in the
Investor Relations section of Dialog's website at