Atmel Determines Microchip Proposal Constitutes 'Superior Proposal'

(RTTNews) - Atmel Corp. (ATML) said that its board has determined that the unsolicited acquisition proposal received from Microchip Technology Inc. (MCHP) constitutes a "Company Superior Proposal," as defined in Atmel's existing merger agreement with Dialog Semiconductor plc (DLGNF.PK, DLGS).

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.

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 $137.30 million to Dialog.