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*Determines Proposal is Inadequate in Multiple Respects, Including*
*Value, Conditionality and Complexity*

*Expects Continuing Progress on Transformation Plan to Provide Superior*
*Value to Atmel Stockholders*

San Jose, CA, October 29, 2008:AtmelR Corporation (Nasdaq: ATML), today
announced that, after careful consideration, its Board of Directors has
unanimously determined that the October 1, 2008, unsolicited proposal from
Microchip Technology Inc. (NASDAQ: MCHP) and ON Semiconductor Corporation
(NASDAQ: ONNN) is inadequate in multiple respects, including value,
conditionality and complexity, and is not in the best interests of Atmel's

"Atmel's Board has determined that Microchip and ON's highly conditional
proposal significantly undervalues Atmel and would deprive Atmel stockholders
of the greater value that can be achieved through the continued execution of
the Company's transformation plan," said David Sugishita, Chairman of Atmel's
Board of Directors.

Steven Laub, Atmel's President and Chief Executive Officer, commented, "Atmel's
Board and management are committed to enhancing stockholder value. This
commitment has driven the decisive actions we have taken to improve and
restructure nearly every aspect of Atmel's operations. These initiatives are
well underway and are just beginning to unlock the value inherent in Atmel.
Indeed, our outstanding third quarter results announced today demonstrate the
clear progress we are making. We will continue to take all appropriate steps,
including selling or shutting down those businesses that do not meet our
financial or strategic objectives, to ensure that we build on this momentum and
realize Atmel's full potential."

Following is the text of the letter that was sent today to Steven Sanghi,
Chairman, President and Chief Executive Officer of Microchip Technology, and to
Keith Jackson, President and Chief Executive Officer of ON Semiconductor:

Dear Messrs. Sanghi and Jackson:

We received your unsolicited, non-binding public proposal dated October 1,
2008, to engage in negotiations for a three-way agreement to acquire Atmel for
$5.00 per share in cash, subject to numerous conditions, including the sale of
assets, due diligence and financing. After a comprehensive review, and with
advice from our outside financial and legal advisors, Atmel's Board of
Directors has concluded that your proposal is inadequate in multiple respects -
it significantly undervalues Atmel, is unacceptably conditional and subject to
significant execution risk.

While we appreciate your recognition of Atmel's superior product and technology
portfolio, we believe your proposal is opportunistic and not consistent with
the Atmel Board of Directors' objective of maximizing stockholder value.
Accordingly, the Board has unanimously rejected your proposal as not in the
best interest of Atmel's stockholders.

We believe it is important to set the record straight with respect to our
discussions with you prior to October 1, 2008. Despite your claims, Microchip
never made a proposal to Atmel prior to its October 1 unsolicited proposal. You
also falsely stated during your joint investor call that we told you that "the
Board of Atmel did not want to do this deal under any circumstances, under any
terms, at this time." What we both know really occurred is that Microchip
sought confidential and sensitive due diligence information for a possible
multi-party transaction without specifying a price or any other terms. Your
publicly announced October 1 proposal was the first time Microchip disclosed to
us a proposed price, structure, ON Semiconductor's involvement, and the many
significant associated conditions, including the financing required by ON.
Atmel's Board takes its fiduciary duties seriously. Given the risks,
uncertainties and competitive issues of your approach, we believe the interests
of Atmel's stockholders, employees and customers will be better served by
continuing to pursue our transformation plan that we expect will generate
substantially greater stockholder value.

Atmel's Board has carefully considered your proposal and has determined that it
is inadequate in multiple respects. In arriving at this conclusion, the Board
considered that:

Atmel is currently implementing an aggressive transformation plan, improving
both Atmel's cost structure and product focus. Contrary to your assertions, we
are achieving significant success in this regard.
Non-core manufacturing facilities have been shut down and sold, reducing
Atmel's fabs from five to two by the end of 2008. We have divested or shut down
14 non-core product lines, while consolidating or streamlining others. We have
also implemented an 18% reduction in the Company's workforce and expect to
realize more than $125 million of cost savings in 2008, well in excess of our
target of $80 million to $95 million.
As a result of these and other actions still underway, Atmel is achieving
stronger financial performance as evidenced by the 400 basis point improvement
in gross margins over the last two quarters alone.
In addition, our microcontroller business is achieving substantial revenue
growth, market share gains and margin expansion. Indeed, our microcontroller
growth rate of 21% for the September quarter year-over-year substantially
exceeded that of Microchip's at 5.5%.
We expect that the combination of normalizing currency trends and the continued
benefits from our ongoing restructuring will result in further improvement in
our operating and financial performance.
Your unsolicited proposal is highly opportunistic and delivers neither fair nor
full value to Atmel's stockholders. Given our progress and the actions Atmel's
Board and management are continuing to take, we are confident that Atmel
stockholders will realize greater value through the continued execution of the
Company's strategic plan.
Microchip and ON's proposal is clearly an opportunistic attempt to acquire our
leading technology and product portfolio at a time of value compression in the
equity markets and just as our progress is becoming more visible in the
Company's financial results.
Simple calculations show that your proposal significantly undervalues the
Company. Based on the value that ON has ascribed to Atmel's RF/Auto and
non-volatile memory business units, Microchip would be acquiring Atmel's
microcontroller business at a substantial discount to its true value, despite
accelerating revenue growth, market share gains and margin expansion. As stated
in your joint investor call "Atmel has strong momentum in proprietary AVR
In your joint investor presentation, you identified "Significant opportunities
to drive operational synergies across COGS, SG&A and R&D." However, the
proposal fails to provide any value to Atmel stockholders for the substantial
synergies that you anticipate achieving.
Microchip and ON's complex proposal is highly conditional and subject to
significant execution risk. Among other things, the proposed transaction
depends on Microchip and ON's ability to agree to terms and close a
significant, separate purchase and sale transaction.
The proposal requires Microchip and ON to reach a definitive agreement on
price, as well as a complex separation of Atmel's businesses, which today share
a number of significant functions. There is no assurance that such an agreement
can be reached.
The proposal requires Microchip and ON to each receive necessary regulatory
clearance for their acquisitions of competing businesses, obtain necessary
financing, and meet all other closing conditions before any transaction with
Atmel can close. There is no assurance such financing will be received, or that
any other conditions of the complex three-way transactions will be met, and if
they are, no certainty as to how long they will take.
The proposal is subject to due diligence by Microchip and ON, and would require
Atmel to provide major competitors with access to Atmel's sensitive,
confidential information with no assurance that a transaction will be entered
into on acceptable terms. Microchip and ON's inadequate and highly conditional
proposal provides no basis to grant such access.
The proposal requires ON to obtain hundreds of millions of dollars of new
financing at a time when the credit markets are essentially closed.
You claimed in your letter and joint investor call that ON would finance part
of its purchase of Atmel's non-volatile memory and RF and Automotive businesses
through "borrowing of approximately $260 million under ON Semiconductor's
existing credit facility." Our review indicates that ON has no such commitment
under its existing credit facility to provide additional financing. ON's
existing facility merely allows ON to seek to raise a new and separate $260
million facility. ON has acknowledged that it will need financing even beyond
that, which may require refinancing the existing credit facility. This lack of
any financing commitment, together with your misstatements regarding the same,
are of particular concern given the current uncertain economic and credit
In closing, we believe your stated confidence in your proposal is very much
misplaced. We share your excitement about Atmel's leading product and
technology portfolio and our talented employee base. Based on these strengths,
the solid plan we have in place and the actions we are continuing to take to
fully unlock the value of the Company, we believe your opportunistic proposal
significantly undervalues Atmel and would deprive Atmel stockholders of the
greater value that can be achieved through the continued execution of the
Company's transformation plan.


/s/ Steven Laub
Steven Laub
President and Chief Executive Officer

Morgan Stanley and Credit Suisse are serving as financial advisors, and
Wachtell, Lipton Rosen & Katz is serving as legal counsel to Atmel.

About Atmel
Atmel is a worldwide leader in the design and manufacture of microcontrollers,
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 complete system solutions focused on consumer, industrial, security,
communications, computing and automotive markets.

Safe Harbor for Forward-Looking Statements
Information in this release regarding Atmel's forecasts, outlook, expectations
and beliefs are forward-looking statements that involve risks and
uncertainties. These statements include statements about new product
introductions, markets for our products and market share gains, restructuring
initiatives, manufacturing optimization, cost savings, strategies and future
operating and financial performance. All forward-looking statements included in
this release are based upon information available to Atmel as of the date of
this release, which may change, and we assume no obligation to update any such
forward-looking statements. These statements are not guarantees of future
performance and actual results could differ materially from our current
expectations. Factors that could cause or contribute to such differences
include general economic conditions, the impact of competitive products and
pricing, timely design acceptance by our customers, timely introduction of new
products and technologies, ability to ramp new products into volume production,
industry wide shifts in supply and demand for semiconductor products, industry
and/or Company overcapacity, effective and cost efficient utilization of
manufacturing capacity, financial stability in foreign markets and the impact
of foreign exchange rates, the inability to realize the anticipated benefits of
our recent strategic transactions, restructuring plans and other initiatives in
a timely manner or at all, unanticipated costs and expenses or the inability to
identify expenses which can be eliminated, the market price of our common
stock, unfavorable results of legal proceedings, impact of Microchip's and ON
Semiconductor's unsolicited acquisition proposal, and the Company's response
thereto, and other risks detailed from time to time in Atmel's SEC reports and
filings, including our Form 10-K for the year ended December 31, 2007, filed on
February 29, 2008, and our subsequent Form 10-Q reports.

Atmel Investor Contact:
Robert Pursel, Director of Investor Relations
Tel:(408) 487-2677

Media Contact:
Barrett Golden / Sharon Stern, Joele Frank, Wilkinson Brimmer Katcher
Tel: (212) 355-4449

Legal | Privacy | Terms & Conditions of Sale | Surplus
Atmel Corporation c2008

Atmel сказал нет? Это хорошо :)
С уважением, Шаповалов Алексей

Atmel сказал нет? Это хорошо :)
Hello Shapovalov.

Sun Nov 02 2008 01:32, Shapovalov Alexey Ivanovich wrote to me:

 SAI> Здравствуйте
 SAI> Сабж

В общем, да, хорошо.  Если выживет, конечно. :)


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