Chandler and Phoenix, Arizona, October 2, 2008 – Microchip Technology Incorporated (NASDAQ: MCHP) and ON Semiconductor Corporation (NASDAQ: ONNN) today announced that they have sent a proposal to the Board of Directors of Atmel Corporation (NASDAQ: ATML) to acquire Atmel for $5.00 per share in cash. The proposal, which is being led by Microchip, provides a premium of 52.4% to Atmel’s closing price of $3.28 on October 1, 2008, and values Atmel at $2.3 billion.
The text of the le
tter that was sent to Atmel’s Board of Directors last night follows:
October 1, 2008
Board of Directors
Atmel Corporation
2325 Orchard Parkway
San Jose, CA 95131
Attention: Steven Laub, President and Chief Executive Officer
Dear Steven:
We appreciate your having taken the time to meet with Steve Sanghi on September 5th to discuss Microchip’s potential acquisition of Atmel. However, we were deeply disappointed to learn subsequently that the Atmel Board of Directors appears unwilling to consider a transaction at this time under any circumstances. Given your apparent refusal to engage in transaction discussions, we are writing to you to formally propose an acquisition of Atmel for $5.00 per share in cash. The acquisition would be led by Microchip and financed in part by the sale of Atmel’s nonvolatile memory and RF and automotive businesses to ON Semiconductor.
Our Offer Would Provide A Significant and Immediate Premium for Atmel Stockholders
We believe that this offer, which represents a 52.4% premium over Atmel’s closing share price on October 1, 2008, is simply too compelling not to bring to your shareholders. Although we have a preference to effect a cash transaction, should you feel your stockholders would prefer a form of consideration other than cash, we would consider including common stock as a portion of the consideration.
This offer is full and fair and would deliver to your stockholders CY2008 EBIT and CY2008 P/