Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - MICROCHIP TECHNOLOGY INC | form8k.htm |
| EX-99.1 - EXHIBIT 99.1 - MICROCHIP TECHNOLOGY INC | ex99_1.htm |
AMENDMENT
NO. 1 TO AGREEMENT AND PLAN OF MERGER
This
Amendment No. 1 (this “Amendment”)
to that certain Agreement and Plan of Merger, dated as of February 2, 2010 (the
“Merger
Agreement”), by and among Silicon Storage Technology, Inc., a California
corporation (the “Company”),
Microchip Technology Incorporated, a Delaware corporation (“Parent”),
and Sun Acquisition Corporation, a California corporation and wholly-owned
subsidiary of Parent (“Merger
Sub”), is made and entered into as of February 22, 2010 by and among the
Company, Parent and Merger Sub. All capitalized terms that are used
in this Amendment but not defined in this Amendment shall have the respective
meanings ascribed thereto in the Merger Agreement.
WHEREAS,
on February 22, 2010, Parent offered to amend the Merger Agreement on the terms
set forth herein;
WHEREAS,
the boards of directors of Merger Sub and Parent have approved this Amendment,
and have determined that it is advisable and in the best interests of their
respective shareholders to consummate, the acquisition of the Company by Parent
and Merger Sub upon the terms and subject to the conditions set forth in the
Agreement (as amended by this Amendment);
WHEREAS,
the Company Board, acting upon the recommendation of the Strategic Committee,
has approved this Amendment and recommended approval and adoption of the
Agreement (as amended by this Amendment) by the shareholders of the
Company;
NOW,
THEREFORE, in consideration of the foregoing premises and the representations,
warranties, covenants and agreements set forth herein, as well as other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and accepted, and intending to be legally bound hereby, Parent,
Merger Sub and the Company hereby agree as follows:
1. Amendment to Section
2.6(a). Section 2.6(a) of the Merger Agreement is hereby
amended by replacing, in the definition of Merger Consideration set forth
therein, the reference to “$2.85” with $3.00”.
2. Amendment to Section
8.3(b). Section 8.3(b) of the Merger Agreement is hereby
amended by replacing, in the definition of Termination Fee set forth therein,
the reference to “$9,600,000” with “$10,120,624”.
3. Additional Representations
and Warranties of the Company. The Company represents and warrants to
Parent and Merger Sub as follows (each of which representations and warranties
shall be deemed, for all purposes of and under the Merger Agreement, to form a
part of Section 4.3 of the Merger Agreement):
The
Company has the requisite corporate power and authority to execute and deliver
this Amendment and, subject to obtaining the affirmative vote for approval of
the principal terms of the Merger and adoption of the Agreement (as amended by
this Amendment) and the transactions contemplated by the Agreement (as amended
by this Amendment), by the Company Shareholder Approval on the record date for
the Company Shareholders Meeting to consider the Company Voting Proposal, to
perform its obligations and consummate the transactions contemplated by the
Agreement (as amended by this Amendment). The Strategic Committee has
determined that the transactions contemplated by the Agreement (as amended by
this Amendment) are advisable and fair to and in the best interests of the
Company and its shareholders and has recommended that the full Company Board
approve this Amendment and the transactions contemplated by the Agreement (as
amended by this Amendment). The execution, delivery and performance
by the Company of this Amendment and the consummation by the Company of the
transactions contemplated by the Agreement (as amended by this Amendment) have
been duly authorized by the Company Board (acting upon the unanimous
recommendation of the Strategic Committee), and no other corporate action on the
part of the Company is necessary to authorize the execution and delivery by the
Company of this Amendment, except for the Company Shareholder Approval of the
Company Voting Proposal. This Amendment has been duly executed and
delivered by the Company and is a valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, except that such
enforcement may be subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other similar Laws, now or hereafter in effect, affecting
creditors’ rights and remedies generally.
4. Additional Representations
and Warranties of Parent and Merger Sub. Parent and Merger Sub
jointly and severally represent and warrant to the Company as follows (each of
which representations and warranties shall be deemed, for all purposes of and
under the Merger Agreement, to form a part of Section 5.2 of the Merger
Agreement):
Each of
Parent and Merger Sub has the requisite power and authority to execute and
deliver this Amendment and to consummate the transactions contemplated the
Agreement (as amended by this Amendment). The execution, delivery and
performance by Parent and Merger Sub of this Amendment, approval and adoption of
this Amendment and the consummation of the transactions contemplated the
Agreement (as amended by this Amendment) have been duly and validly authorized
by all necessary action of Parent and Merger Sub, and no other action on the
part of Parent or Merger Sub is necessary to authorize the execution and
delivery by Parent and Merger Sub of this Amendment and the consummation by them
of the transactions contemplated the Agreement (as amended by this
Amendment). This Amendment has been duly executed and delivered by
Parent and Merger Sub and, assuming due and valid authorization, execution and
delivery hereof by the Company, is a valid and binding obligation of each of
Parent and Merger Sub, enforceable against each of them in accordance with its
terms, except that such enforcement may be subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other similar Laws, now or hereafter
in effect, affecting creditors’ rights generally.
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5. Merger Agreement
References. The parties hereto hereby agree that all
references to the “Agreement” set forth in the Merger Agreement (including,
without limitation, in the representations and warranties of the parties set
forth therein) shall be deemed to be references to the Merger Agreement as
amended by this Amendment.
6. Full Force and
Effect. Except as expressly amended or modified hereby, the
Merger Agreement and the agreements, documents, instruments and certificates
among the parties hereto as contemplated by, or referred to, in the Merger
Agreement shall remain in full force and effect without any amendment or other
modification thereto.
7. Counterparts. This
Amendment may be executed and delivered (including by facsimile transmission) in
two or more counterparts, and by the different parties hereto in separate
counterparts, each of which when executed shall be deemed to be an original but
all of which taken together shall constitute one and the same
agreement. Signatures of the parties transmitted by facsimile, PDF or
other electronic file shall be deemed to be their original signatures for all
purposes and the exchange of copies of this Amendment and of signature pages by
facsimile transmission, PDF or other electronic file shall constitute effective
execution and delivery of this Amendment as to the parties and may be used in
lieu of the original Amendment for all purposes. At the request of
any party hereto, all parties hereto agree to execute an original of this
Amendment as well as any facsimile, telecopy, PDF or other reproduction
hereof.
[Remainder
of Page Intentionally Left Blank]
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IN
WITNESS WHEREOF, the undersigned have caused this Amendment to be executed by
their respective duly authorized officers to be effective as of the date first
above written.
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COMPANY
Silicon
Storage Technology, Inc.
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By:
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/s/ Bing Yeh
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Name: Bing
Yeh
Title: Chairman
and CEO
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COMPANY
Microchip
Technology Inc.
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By:
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/s/ Steve Sanghi
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Name: Steve
Sanghi
Title: Chairman,
President and CEO
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MERGER
SUB
Sun
Acquisition Corporation
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By:
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/s/ Eric Bjornholt
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Name: Eric
Bjornholt
Title: Director
and CFO
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