Dialog Semiconductor, Atmel Amend Merger Agreement - Quick Facts

(RTTNews) - UK-based chip maker Dialog Semiconductor Plc. (DLGNF.PK), which has agreed to buy Atmel Corp. (ATML), announced Wednesday that both companies have amended the merger agreement to clarify that the only required vote of Dialog shareholders will be to authorize its board of directors to allot and issue the ordinary shares underlying the American Depositary Shares to be issued in connection with the Atmel acquisition.

The company said the vote required to approve this matter is a simple majority of the ordinary shares present and voting at the meeting in person or by proxy. This amendment was based on Dialog's determination that an amendment of its articles of association will not be required to complete the transaction. The merger agreement amendment deletes the reference to a possible articles amendment and the 75% vote that would have been required for such an amendment.

Dialog expects that its shareholder meeting will be held in the fourth quarter of 2015.

It was on September 20 that Dialog said it has agreed to acquire Atmel for about $4.6 billion in cash and stock.

Dialog now said it expects to make antitrust or competition law filings only in the United States, Germany and Romania, with all requisite clearances expected to be received during the fourth quarter of 2015.

Dialog expects to file with the U.S. Securities and Exchange Commission a Registration Statement on Form F-4 in connection with the proposed acquisition in the fourth quarter of 2015.

Dialog also said it expects that the Atmel shareholder meeting to consider matters in connection with the acquisition will be held in the first quarter of 2016, and that, subject to the other conditions to the closing of the merger having been satisfied or waived, the closing of the merger will occur shortly following that meeting.