Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - MICROCHIP TECHNOLOGY INC | form8-k.htm |
| EX-2.1 - EXHIBIT 2.1 - MICROCHIP TECHNOLOGY INC | ex2_1.htm |
 |
EXHIBIT
99.1
NEWS
RELEASE
MICROCHIP
CONTACT:
Steve
Sanghi –
CEO (480)
792-7372
|
MICROCHIP
TECHNOLOGY ANNOUNCES SECOND AMENDMENT TO
DEFINITIVE
AGREEMENT FOR ACQUISITION
OF
SILICON STORAGE TECHNOLOGY, INC.
CHANDLER,
Arizona – March 8, 2010 – (NASDAQ: MCHP) - Microchip Technology Incorporated, a
leading provider of microcontrollers and analog semiconductors, today announced
that it entered into a second 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 $3.05 per share in cash compared to $3.00 per share prior to the second
amendment. This second amendment was in response to an offer made by
another party to SST’s Strategic Committee on March 2, 2010.
Additionally,
in connection with the amendment, Microchip is today purchasing directly from
SST newly issued shares in an amount equal to 19.9% of the current issued and
outstanding shares of the common stock of SST at $3.05 per share in
cash. In the event that Microchip’s acquisition of SST is not
consummated, Microchip has agreed that as a general matter, it will not use its
voting rights to block a transaction that constitutes a superior proposal and
the profits on its sales in such transaction will be
limited. Furthermore, Microchip will have an option to sell its
shares back to SST at $3.05 per share.
The $3.05
per share represents an approximate 45.2% premium to the amount that the holders
of SST common stock would have received under the merger agreement between SST
and Technology Resources Holdings, Inc., and an approximate 64.0% 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
amendment was approved by the Boards of
Directors of each company and the acquisition is expected to close in the second
quarter of calendar 2010, subject to approval by SST’s stockholders and other
customary closing conditions. SST has scheduled a special meeting of
stockholders for April 8, 2010 to consider the transaction.
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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
Second Amendment to
Definitive
Agreement for Acquisition
of
Silicon Storage Technology, Inc.
Cautionary
Statement:
The
statements in this release relating to the expected closing date 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 and any termination of the SST acquisition
agreement. For a detailed discussion of risk factors, please refer to the
filings of Microchip on Forms 10-K, 10-Q and 8-K. You can obtain copies of these
filings 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 March 8, 2010 press
release, or to reflect the occurrence of unanticipated events.
Additional Information and
Where to Find It
On March
1, 2010, Silicon Storage Technology, Inc. filed a definitive proxy statement in
connection with the acquisition transaction. Investors and security
holders are urged to read this definitive proxy statement because it contains
important information about the transaction. Investors and security
holders may obtain free copies of these documents 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 is
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.
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Microchip
Technology
Announces
Second Amendment to
Definitive
Agreement for Acquisition
of
Silicon Storage Technology, Inc.
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.
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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