Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - MICROCHIP TECHNOLOGY INC | form8k.htm |
| EX-2.1 - EXHIBIT 2.1 - MICROCHIP TECHNOLOGY INC | ex2_1.htm |
 |
Exhibit
99.1
NEWS
RELEASE
MICROCHIP
CONTACTS:
J.
Eric Bjornholt – CFO (480) 792-7804
Gordon
Parnell – Vice President of
Business
Development and
Investor
Relations (480) 792-7374
|
MICROCHIP
TECHNOLOGY ANNOUNCES AMENDMENT TO
DEFINITIVE
AGREEMENT FOR ACQUISITION
OF
SILICON STORAGE TECHNOLOGY, INC.
CHANDLER,
Arizona – February 23, 2010 – (NASDAQ: MCHP) – Microchip Technology
Incorporated, a leading provider of microcontrollers and analog semiconductors,
today announced that it entered into an amendment to its February 2, 2010
definitive agreement to acquire Silicon Storage Technology, Inc. (Nasdaq:
SSTI). Under the revised terms, SST shareholders would be entitled to
receive $3.00 per share in cash compared to $2.85 per share prior to the
amendment. This amendment was in response to an offer made by
another party to SST’s Strategic Committee on February 19, 2010.
The $3.00
per share represents an approximate 42.8% premium to the amount that the holders
of SST common stock would have received under the previously announced merger
agreement between SST and Technology Resources Holdings, Inc., and an
approximate 61.3% premium to the closing price per share of SST’s stock on
November 12, 2009, the last day of trading prior to the announcement of the
execution of the definitive merger agreement with Technology Resources Holdings,
Inc.
The
acquisition has been unanimously approved by the Boards of Directors of each
company and is expected to close in the second quarter of calendar 2010, subject
to approval by SST’s stockholders and other customary closing
conditions.
“We
continue to be excited about this transaction and believe that it remains
attractive for both parties for all of the financial and technological reasons
that we earlier stated,” said Steve Sanghi, President and CEO. “We're
also pleased to add SST's talented employees to our team,” continued Mr.
Sanghi.
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Microchip Technology Incorporated 2355 West Chandler Blvd.
Chandler, AZ 85224-6199 Main Office 480•792•7200 FAX
480•899•9210
Microchip
Technology
Announces
Amendment to
Definitive
Agreement for Acquisition
of
Silicon Storage Technology, Inc.
Cautionary
Statement:
The
statements in this release relating to the expected closing date and the
transaction remaining attractive are forward-looking statements made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. These statements involve risks and uncertainties that could cause actual
results to differ materially, including, but not limited to: the satisfaction of
the conditions to closing in the SST acquisition agreement, any termination of
the SST acquisition agreement, changes in demand or market acceptance of SST’s
products and technology and the products and technology needs of its customers,
changes in demand or market acceptance of our products and the products of our
customers; competitive developments including changes in microcontroller
technologies; the costs and outcome of any current or future tax audit or any
litigation involving our or SST’s intellectual property, customers or other
issues; disruptions due to natural disasters, terrorist activity, armed
conflict, war, worldwide oil prices and supply, public health concerns or
disruptions in the transportation system; and general economic, industry or
political conditions in the United States or internationally. For a detailed
discussion of these and other risk factors, please refer to the filings of
Microchip on Forms 10-K and 10-Q. You can obtain copies of Microchip’s Forms
10-K and 10-Q and other relevant documents for free at Microchip’s Web site
(www.microchip.com) or the SEC's Web site (www.sec.gov) or from commercial
document retrieval services.
Stockholders
are cautioned not to place undue reliance on our forward-looking statements,
which speak only as of the date such statements are made. Microchip
undertakes no obligation to publicly update any forward-looking statements to
reflect events, circumstances or new information after this February 23, 2010
press release, or to reflect the occurrence of unanticipated
events.
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Microchip
Technology
Announces
Amendment to
Definitive
Agreement for Acquisition
of
Silicon Storage Technology, Inc.
Additional Information and
Where to Find It
On
February 17, 2010, Silicon Storage Technology, Inc. filed a preliminary
proxy statement in connection with the acquisition
transaction. Investors and security holders are urged to read the
definitive proxy statement when it becomes available because it will contain
important information about the transaction. Investors and security
holders may obtain free copies of these documents (when they are available) and
other documents filed with the SEC at the SEC's web site at www.sec.gov.
Microchip,
SST and their directors and executive officers may be deemed to be participants
in the solicitation of proxies from the stockholders of SST in connection with
the acquisition transaction. Information regarding the special
interests of these directors and executive officers in the transaction will be
included in the proxy statement described above. Additional
information regarding the directors and executive officers of Microchip is also
included in Microchip's proxy statement for its 2009 Annual Meeting of
Stockholders, which was filed with the SEC on July 10,
2009. Additional information regarding the directors and executive
officers of SST is also included in SST’s proxy statement for its 2009 Annual
Meeting of Stockholders, which was filed with the SEC on April 30,
2009. These documents are available free of charge at the SEC's web
site at www.sec.gov and as described above.
About Microchip Technology
Incorporated:
Microchip
Technology Incorporated is a leading provider of microcontroller and analog
semiconductors, providing low-risk product development, lower total system cost
and faster time to market for thousands of diverse customer applications
worldwide. Headquartered in Chandler, Arizona, Microchip offers
outstanding technical support along with dependable delivery and
quality. For more information, visit the Microchip website at www.microchip.com.
-- more --
Microchip
Technology
Announces
Amendment to
Definitive
Agreement for Acquisition
of
Silicon Storage Technology, Inc.
About Silicon Storage
Technology, Inc.:
Headquartered
in Sunnyvale, California, SST designs, manufactures and markets a diversified
range of memory and non-memory products for high-volume applications in the
digital consumer, networking, wireless communications and Internet computing
markets. Leveraging its proprietary, patented SuperFlash technology,
SST is a leading provider of nonvolatile memory solutions with product families
that include various densities of high functionality flash memory components and
flash mass storage products. The company also offers its SuperFlash
technology for embedded applications through its broad network of world-class
manufacturing partners and technology licensees, including TSMC, which offers it
under its trademark EMBFLASHSM. SST's
non-memory products include NAND controller-based products, smart card ICs and
modules, flash microcontrollers and radio frequency ICs and
modules. Further information on SST can be found on the company's
website at http://www.sst.com.
The
Microchip logo and name are registered trademarks of Microchip Technology
Incorporated in the U.S.A. and other countries. The SST logo and
SuperFlash are registered trademarks of Silicon Storage Technology,
Inc. EMBFLASH is a service mark and/or trademark of
TSMC. All other trademarks mentioned herein are the property of their
respective companies.
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