S&P 400 MidCap
15.05.2007 14:33:00
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Lack of Relevant Experience on Atmel Board and Management Team Will Damage Company
The Independent Nominees to the Board of Directors of Atmel Corporation
(Nasdaq: ATML) (the "Independent Nominees”)
today issued the following open letter to Atmel shareholders:
May 15, 2007
Dear Atmel Shareholders:
This Friday, you have a unique opportunity to create shareholder value.
Your vote on the leadership of Atmel Corporation will decide whether the
Atmel board will have the independence, experience and much-needed
oversight to transform the Company into a high-multiple, pure-play
microcontroller company.
Your vote is critical. Your choice is clear. Billions
of dollars in shareholder value are at stake. THE INCUMBENT BOARD LACKS THE RELEVANT EXPERTISE TO TRANSFORM ATMEL
In recent press releases, Atmel has extended its smear campaign beyond
Mr. Perlegos to include blatant misstatements regarding the Independent
Nominees. Atmel has made misrepresentations regarding our semiconductor
and public company board experience, artificially inflated our
compensation and challenged our independence. Atmel is simply attempting
to mask the fact that its current board does not have the expertise
needed to transform Atmel into a pure-play microcontroller company.
The fact is that Institutional Shareholder Services (ISS) has
endorsed the election of one of our Independent Nominees, recommended
the removal of a current director and called for three new independent
directors to be added to the Atmel board. We believe ISS would
have officially endorsed two of our Independent Nominees but for Atmel’s
last minute statement that it will seek to add two new board candidates
in time for the annual meeting.
As ISS stated in its May 11th report with
respect to Mr. Bean:
"…Mr. Bean has
more than 17 years of technology investment banking experience, most
recently as Vice Chairman, Co-Head of Investment Banking and the Head
of Technology Banking at Montgomery & Co.” "...his background should be a valuable
addition to the board…”
ISS also noted the strong need for independent oversight of the
Atmel Board, stating:
"…we are wary of
the incumbent board members ability to provide the necessary oversight.” "[Mr. Bean’s
election] would send a strong message to
the incumbent board to exercise due care in providing management
oversight.” "…the board
seemingly acted in undue haste to appoint Mr. Steven Laub as the new
CEO.” "[w]hile
we are supportive of the Company’s decision
to add two new independent directors, we question the timing of such
an announcement.”
ISS’s recommendation underscores the need for
immediate, independent oversight of the Atmel board and clearly endorses
the need for three new independent directors at Atmel.
REMOVE CHAIHO KIM – AT A MINIMUM –
TO BEGIN CHANGING ATMEL We urge shareholders to remove Mr. Kim, at
a minimum, as ISS has recommended, and vote for Brian Bean. We
also encourage shareholders to remove Mr. Sugishita and to consider our
full slate of independent nominees. With a significant presence on
the board, we can assure the swift implementation of the only plan that
will truly enhance the value of your investment.
We believe that Kim, Sugishita and the incumbent board defy Atmel’s
recently-coined "proper ethical tone at the
top” rallying cry. This board has, for
example:
hastily and inappropriately awarded Laub –
who is clearly inexperienced – an excessive
$10 million compensation package that dramatically exceeds any other
compensation package in the history of Atmel and that we believe is
higher than many CEO compensation packages in the industry;
allowed Sugishita to act in contravention of the Compensation
Committee charter and unilaterally negotiate the terms of Laub’s
employment agreement, which was approved alongside his pay package and
golden parachute in no more than three days; and
failed in their responsibilities as board members to oversee the
strategic direction of the company and implement any of the changes
offered up to you today.
While we applaud ISS’s recommendation of
Brian Bean, we reject the notion that this board can be trusted to
deliver on their questionably-timed promise to appoint two new,
so-called ‘independent’
directors or to implement their flawed attempt at a restructuring.
LAUB AND HIS TEAM LACK RELEVANT EXPERIENCE
Atmel needs leaders who have expertise and experience relevant to the
microcontroller business, which differs significantly from commodity
semiconductor businesses. Given the complexities of the microcontroller
business, it is critical that the board have a balanced representation
of strategic thinkers with a background in advanced hardware, software,
processor architecture, intellectual property, and system integration.
Atmel’s future success will hinge more on
design expertise and customer focus than on manufacturing efficiencies.
The company will only be successful if it is able to build a world-class
design automation environment and IP integration capability for the AVR
product line. Atmel also needs to add microcontroller-relevant
application support and software expertise in order to win its share of
the high-volume microcontroller sockets that are available world-wide.
Unfortunately, the backgrounds of Mr. Laub and his recently hired "seasoned
proven executives” are broadly inapplicable.
Mr. Laub comes from Lattice, which makes programmable logic devices
(PLDs), the ultimate standard parts. In fact, we believe that Mr. Laub’s
background in distribution-centric semiconductors is largely
irrelevant to the microcontroller business, which is customer
sales-centric and requires application knowledge.
Atmel’s new Vice President of Operations
comes from International Rectifier, which makes parts such as
transistors, resistors, and capacitors. These are completely
different than microcontrollers and bear no
relationship to Application Specific Standard Products, nor
are they even remotely similar to SoC (System on a Chip)
devices.
The areas of expertise necessary for success in these disparate
businesses are simply not the same. An outstanding pure-play
microcontroller company offers complex chips, often integrating blocks
of non-volatile memory, high performance analog functionality, and other
intellectual property. Finally, three of the five new hires are in Human
Resources, Information Technology and Legal, and will have no direct
impact on the company’s products or sales.
THE INDEPENDENT NOMINEES HAVE THE RIGHT EXPERIENCE TO TRANSFORM
ATMEL
Contrary to the gross mischaracterizations made by Atmel in recent
public statements, we have the breadth of expertise and financial acumen
necessary to transform Atmel into a pure-play microcontroller company
and to create value for all shareholders over the long-term.
Brian Bean, Bernd Braune, and Dr. John Kubiatowicz cumulatively have
operational, technical, architectural and strategic backgrounds and
expertise in hardware, software and IP, which is highly relevant to
the success of a pure-play microcontroller business;
Joe Berardino and George Vandeman provide much needed oversight
ability, and legal and corporate governance expertise, respectively,
to ensure that Atmel adopts the requisite process and internal control
mechanisms that are best practices today.
SETTING THE RECORD STRAIGHT: WE ARE TRULY
INDEPENDENT WITHOUT CONFLICTS OR HIDDEN AGENDAS
Atmel has misled you once again regarding the independence of the
Nominees. None of us has a prior relationship of any kind with George
Perlegos. In fact, none of us had ever met Mr. Perlegos before he
called this Special Meeting. We have no conflicts or hidden agendas
and have the same clear and simple interest as all Atmel shareholders –
increasing the stock price. As ISS stated: "[t]here
does not seem to be any evidence that suggests that the dissident
nominees have a narrow agenda to pursue, which could be in conflict with
interests of other shareholders.”
In addition, contrary to Atmel’s repeated
assertions, under no circumstances will we be paid $100,000,
regardless of whether we serve as Nominees for the Special Meeting or
Annual Meeting or both. As disclosed in our proxy statement, each
nominee will receive $50,000 to be on the slate, which we believe to be
in the range of standard compensation in these situations.
THERE IS NO TIME TO WASTE – ATMEL’S
FINANCIAL PERFORMANCE IS DETERIORATING UNDER LAUB-SUGISHITA
Although Laub-Sugishita would like shareholders to believe that Atmel’s
first quarter results were positive, THE
FACTS ARE that since Laub-Sugishita took over:
Revenues continue to decline sequentially, most recently by 4%.
Cash generation per quarter has dropped approximately 80% on average;
and
Atmel appears to be cutting prices to boost revenues, thereby
sacrificing profitability.
Atmel can be a microcontroller leader – but
it must act now. The company has several technology advantages today
that will inexorably erode over time if not swiftly capitalized by
effective management. Shareholders should not stand idly by while the
actions – or inaction –
of this current board and management squander an outstanding opportunity
to transform Atmel and unlock shareholder value.
Don’t settle for mediocrity. Under
Laub-Sugishita, Atmel is a $1.6 billion revenue business with a multiple
of 1.6 times revenue. We expect Atmel to be a high-growth pure-play
microcontroller business, initially with a $900 million revenue business
and a multiple of 5-6 times revenue.
Do the math –
the difference could be as much as $2 billion. Are you prepared to leave
that much money on the table?
DON’T BELIEVE ATMEL’S
EMPTY PROMISES. YOU NEED INDEPENDENT NOMINEES ON THE ATMEL
BOARD TO ENSURE ATMEL EXECUTES A STRATEGIC PLAN WITH REAL AND TANGIBLE
RESULTS.
Your vote is critical because there is no time to waste. Atmel’s
financial performance is deteriorating and you can do something about it
right now. Later is too late. Sincerely,
The Independent Nominees
Brian S. Bean
Joseph F. Berardino
Bernd U. Braune
Dr. John D. Kubiatowicz
George A. Vandeman
ATMEL SHAREHOLDERS ARE STRONGLY URGED TO SIGN AND RETURN THE NEW GREEN
PROXY CARD, EVEN IF THEY SIGNED AND RETURNED THE PREVIOUS PROXY CARD.
Atmel shareholders can review the Independent Nominees’
plan, credentials and other important information at www.improveatmel.com
or www.sec.gov.
This press release contains forward looking statements which are
included solely for the purpose of illustrating how the nominees plan to
increase shareholder value so that you can cast an informed vote at the
May 18, 2007 Special Meeting of Shareholders. As you know, predictions
of future results are inherently uncertain and future results may differ
materially from those set forth in these forward looking statements.
While these forward looking statements were prepared based on the best
information available to George Perlegos and the nominees, they were not
prepared with the benefit of access to the company’s
books and records and the accuracy and completeness of financial and
other information obtained from publicly available sources and used in
preparing these forward looking statements has not been independently
verified. As a result, there can be no assurance that the estimates and
assumptions underlying these forward looking statements conform to the
current state of affairs at the company, that the nominees, if elected
and having the benefit of access to the company’s
books and records, will not determine that the best interests of
shareholders require that modifications be made to the implementation of
their plan to increase shareholder value or that the results or
performance of the company as a result of the implementation of the
nominees’ plan to increase shareholder value,
whether or not modified, will not differ materially from the forward
looking statements contained in this press release.
This press release constitutes proxy solicitation material and is
intended solely to inform shareholders so that they may cast an informed
vote at the Special Meeting of Shareholders. Except as provided by the
federal securities laws, this press release may not be relied upon or
used for any other purpose, including for purposes of making an
investment decision with respect to the company’s
securities.
Shareholders are advised to read the definitive proxy statement and
other documents related to the solicitation of proxies filed by George
Perlegos for use at the May 18, 2007 Special Meeting of Shareholders
because they contain important information. The definitive proxy
statement and a form of proxy have been mailed to shareholders of the
company and, along with other relevant documents, are available at no
charge at the Securities and Exchange Commission’s
website at http://www.sec.gov or by
contacting Mackenzie Partners, Inc. by telephone at (800) 322-2885 or by
e-mail at proxy@mackenziepartners.com.
Information relating to George Perlegos and the nominees, who are the
participants in the proxy solicitation, is contained or referred to in
the definitive proxy statement.
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