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EX-99.1 - EXHIBIT 99.1 - ATMEL CORPex991_1132016.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 

 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):

January 13, 2016 

 
ATMEL CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware
 
0-19032
 
77-0051991
(State or other jurisdiction of
incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
 
1600 Technology Drive
San Jose, CA 95110
(Address of principal executive offices, including zip code)
 
(408) 441-0311
(Registrant’s telephone number, including area code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
x
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))







Item 8.01.    Other Events.
 
On January 13, 2016, Atmel Corporation issued a press release announcing that its Board of Directors has determined that the unsolicited acquisition proposal received from Microchip Technology Inc. constitutes a “Company Superior Proposal,” as defined in Atmel’s existing merger agreement with Dialog Semiconductor plc. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


Item 9.01  Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit No.
 
Description
 
 
 
99.1
 
Press release, dated as of January 13, 2016, entitled “Atmel Board Determines that Microchip Unsolicited Proposal Constitutes a 'Company Superior Proposal.'”







SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
Atmel Corporation
 
 
 
 
 
 
Date: January 13, 2016
By:
/s/ Scott Wornow
 
 
Scott Wornow
 
 
Senior Vice President and Chief Legal Officer







EXHIBIT INDEX
 
Exhibit No.
 
Description
 
 
 
99.1
 
Press release, dated as of January 13, 2016, entitled “Atmel Board Determines that Microchip Unsolicited Proposal Constitutes a 'Company Superior Proposal.'”