Microchip's proposal to acquire Atmel deemed superior to Dialog's

Under the terms of Microchip’s proposal, stockholders of Atmel will receive USD 7.00 per share in cash and USD 1.15 per share in Microchip common stock, valued at the average closing sale price for a share of Microchip common stock for the ten most recent trading days ending on the last trading day prior to the closing. The maximum number of Microchip shares to be issued in the transaction is 13.0 million, after which the cash consideration per share will be increased such that the combined cash and stock consideration will remain at USD 8.15 per share. Atmel has notified Dialog that it intends to terminate the merger agreement between the companies and enter into a definitive merger agreement with Microchip. If Atmel terminates the Dialog merger agreement, it will be required to pay a termination fee in the amount of USD 137.3 million to Dialog. “The combined business of Microchip and Atmel will create a microcontroller, analog and internet of things (IoT) powerhouse. Atmel’s portfolio of microcontrollers, wireless, touch, memory and automotive products complements and enhances many of Microchip’s solutions in these areas. We believe that combining Atmel’s business with Microchip’s business will offer our combined customers a broader range of innovative solutions to serve their needs, while creating significant long-term stockholder value,” said Steve Sanghi, President and CEO of Microchip