Atmel announced on September 20, 2015 that it had entered into a merger agreement with Dialog Semiconductor plc (XTRA: DLG) pursuant to which Dialog would acquire Atmel, with each share of Atmel common stock issued and outstanding immediately prior to the merger (other than dissenting shares and shares held by Dialog, Atmel or any of their respective subsidiaries) converted into the right to receive (A) 0.112 American Depositary Shares of Dialog, with each whole ADS representing one ordinary share of Dialog, (B) $4.65 in cash, without interest, and (C) cash in lieu of fractional ADSs as contemplated in the merger agreement.
Atmel's board of directors, in consultation with its financial and external legal advisors, has determined that the proposal would reasonably be expected to result in a "Company Superior Proposal" (as defined in the Dialog merger agreement) and that the failure to participate in discussions or negotiations with the potential acquiror regarding the proposal would reasonably be expected to be inconsistent with the directors' fiduciary duties under applicable law. Atmel's board of directors has not determined whether the proposal constitutes a "Company Superior Proposal" under the terms of the Dialog merger agreement. As a result of the foregoing, Atmel's board of directors has determined to engage in discussions with the potential acquiror. There can be no assurance that any definitive agreement or transaction will result from the proposal or Atmel's discussions with the potential acquiror or that the Atmel board of directors will make any determination that the proposal constitutes a "Company Superior Proposal." The Dialog merger agreement remains in effect.
Atmel's board of directors continues to recommend to its stockholders the adoption of the merger agreement with Dialog. As of this date, Atmel's board of directors is not changing, withholding, withdrawing, qualifying or modifying its recommendation with respect to the merger agreement and the merger with Dialog, or publicly proposing or resolving to do so, and, as further required by the terms of the Dialog merger agreement, is recommending against the unsolicited proposal.
Qatalyst Partners is acting as financial adviser to Atmel, and Jones Day is acting as the company's external legal advisor.
Atmel Corporation (NASDAQ: ATML) is a worldwide leader in the design and manufacture of microcontrollers, capacitive touch solutions, advanced logic, mixed-signal, nonvolatile memory and radio frequency (RF) components. Leveraging one of the industry's broadest intellectual property (IP) technology portfolios, Atmel is able to provide the electronics industry with intelligent and connected solutions focused on the industrial, automotive, consumer, communications and computing markets.
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. 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 Atmel's stockholders, be made solely through the Proxy Statement/Prospectus. 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 the Proxy Statement/Prospectus.
Investors may obtain, free of charge, copies of the Proxy Statement/Prospectus and Registration Statement, and any other documents filed by Atmel and Dialog with the SEC in connection with the proposed merger at the SEC's website at www.sec.gov. Investors may obtain, free of charge, copies of the Proxy Statement/Prospectus and any other documents filed by Atmel with the SEC in connection with the proposed merger in the "Investors" section of Atmel's website at www.atmel.com. Investors may also obtain, free of charge, copies of the Registration Statement, and any other documents filed by Dialog with the SEC in connection with the proposed merger on Dialog's website at www.dialog-semiconductor.com.
BEFORE MAKING AN INVESTMENT OR VOTING DECISION, WE URGE INVESTORS OF ATMEL TO READ CAREFULLY THE PROXY STATEMENT/PROSPECTUS AND REGISTRATION STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT DIALOG OR ATMEL WILL FILE WITH SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.
This communication does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. If a negotiated transaction between Atmel and the proposer is agreed (the "Unsolicited Transaction"), the proposer may prepare and file a registration statement. Atmel and the proposer may also file other documents with the SEC regarding the Unsolicited Transaction. This communication is not a substitute for any prospectus, proxy statement, Schedule TO, Schedule 14D-9 or any other document that Atmel or the proposer may file with the SEC in connection with the Unsolicited Transaction. If the Unsolicited Transaction is agreed, Atmel investors and security holders are urged to read any Schedule TO, Schedule 14D-9, prospectus, proxy statement and other relevant materials with respect to the Unsolicited Transaction carefully and in their entirety when they become available before making any investment decision with respect to the Unsolicited Transaction, because they will contain important information about the Unsolicited Transaction. Atmel investors and security holders may obtain, free of charge, copies of any proxy statement or Schedule 14D-9, as applicable, and relevant other documents regarding the Unsolicited Transaction that are filed with the SEC by Atmel or the proposer through the website maintained by the SEC at www.sec.gov, and may obtain, free of charge, copies of any proxy statement or Schedule 14D-9, as applicable, and any other documents filed by Atmel with the SEC in connection with the Unsolicited Transaction in the "Investors" section of Atmel's website at www.atmel.com.
Participants in the Solicitation
Dialog, Atmel and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from stockholders in connection with the approval of the proposed merger and may have direct or indirect interests in the proposed merger. Information about Dialog's directors and executive officers is set forth in Dialog's Annual report and accounts 2014, which may be obtained free of charge at Dialog's website at
www.dialog-semiconductor.com. Information about Atmel's directors and executive officers and their respective interests in Atmel by security holdings or otherwise is set forth in Atmel's Proxy Statement on Schedule 14A for its 2015 Annual Meeting of Stockholders, which was filed with the SEC on April 3, 2015, and its Annual Report on Form 10-K for the fiscal year ended December 31, 2014, which was filed with the SEC on February 26, 2015. These documents are available free of charge at the SEC's website at
www.sec.gov and from the "Investors" section of Atmel's website at
www.atmel.com . Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed merger will be included in the Proxy Statement/Prospectus and the Registration Statement that Dialog will file with the SEC in connection with the solicitation of proxies to approve the proposed merger.