Atmel says Microchip's offer is superior proposal
In connection with that determination, Microchip has delivered a binding acquisition agreement subject solely to acceptance by Atmel of the terms.
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.
This is 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' 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. ■