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Atmel Board Determines That Microchip Unsolicited Proposal Constitutes a "Company Superior Proposal"


SAN JOSE, Calif. – Atmel® Corporation (Nasdaq: ATML), a leader in microcontroller and touch solutions, today announced that its Board of Directors has determined that the unsolicited acquisition proposal received from Microchip Technology Inc. (Nasdaq: MCHP) constitutes a "Company Superior Proposal," as defined in Atmel's existing merger agreement with Dialog Semiconductor plc (XTRA: DLG). In connection with that determination, Microchip has delivered a binding acquisition agreement subject solely to acceptance by Atmel of the terms thereof. The binding Microchip agreement provides for Microchip's acquisition of all outstanding shares of Atmel common stock at a purchase price of $8.15 per share, consisting of $7.00 in cash and a fraction of a share of Microchip common stock having a value of $1.15, based on a ten-day average of the closing price of Microchip's common stock measured as of the day before the closing of the proposed transaction (with cash being substituted for Microchip common stock to the extent that the aggregate number of shares of Microchip stock issued in exchange for Atmel stock would exceed 13 million shares).



On January 12, 2016, Atmel notified Dialog that Atmel's Board intends to terminate the Dialog merger agreement and enter into a definitive merger agreement with Microchip in the binding form delivered to Atmel. Consistent with the Dialog merger agreement, Atmel's board will consider in good faith any changes to the Dialog merger agreement or other arrangements that Dialog may offer in writing and would be legally binding upon Dialog by 5:00 PM California time on Tuesday, January 19, 2016.



Microchip's offer will remain open and binding until 10:00 PM California time on Tuesday, January 19, 2016. If Atmel terminates the Dialog merger agreement, it will be required to pay a termination fee in the amount of $137,300,000 to Dialog.



There can be no assurance that Atmel will terminate the Dialog merger agreement or enter into the Microchip merger agreement.



Qatalyst Partners is acting as financial adviser to Atmel, and Jones Day is acting as its external legal advisor.



About Atmel

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.



Investor Contact:

Peter Schuman

Senior Director, Investor Relations

(408) 437-2026



SOURCE Atmel Corporation



Web Site: http://www.atmel.com  

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