Filed by Dialog Semiconductor plc
Pursuant to Rule 425 of the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Atmel Corporation
Commission File No.: 000-19032
Dialog Semiconductor Announces Resolution in respect of the ATMEL Acquisition has been Passed at the
General Meeting
London, United Kingdom, November 19, 2015 Dialog Semiconductor plc (XETRA: DLG) today announced that at an
extraordinary general meeting of shareholders held today, the Dialog shareholders have approved the allocation of shares required to complete the companys previously announced acquisition of Atmel Corporation (NASDAQ: ATML). The resolution was
approved by a vote of 61.94% of the shares represented at the meeting.
On behalf of the Board of Directors, I would like to express our gratitude
for the strong level of shareholder support evidenced at todays meeting, said Jalal Bagherli, Dialogs CEO.
We are excited about
the benefits that we believe this acquisition will create for Dialog shareholders, allowing us to capitalize on the large and growing Mobility, Internet of Things (IoT) and Automotive market opportunities. Additionally, the acquisition will give us
greater scale, diversify our customer concentration, and enable us to realise potential significant cost and revenue synergies.
The transaction
remains subject to approval of Atmels stockholders and other customary conditions. The parties continue to expect completion of the transaction during the first quarter of 2016.
Further information regarding the acquisition is available on Dialogs website: http://www.dialog-semiconductor.com/atmel
For further information please contact:
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Dialog Semiconductor |
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Dialog Semiconductor |
Mark Tyndall |
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Jose Cano |
SVP, Corporate Development & Strategy |
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Head of Investor Relations |
Tel: +1 408 621 6749 |
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Tel: +44 (0)1793 756 961 |
mark.tyndall@diasemi.com |
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jose.cano@diasemi.com |
About Dialog
Dialog provides highly integrated standard and custom mixed-signal integrated circuits (ICs), optimized for smartphone, tablet, IoT, LED Solid State Lighting
(SSL) and Smart Home applications. Dialog brings strong expertise to the rapid development of ICs while providing flexible and dynamic support, innovation and the assurance of dealing with an established business partner. With world-class
manufacturing partners, Dialog operates a fabless business model and is a socially responsible employer pursuing many programs to benefit the employees, community, other stakeholders and the environment. Dialogs power saving technologies
including DC-DC configurable system power management deliver high efficiency and enhance the consumers user experience by extending battery lifetime and enabling faster charging of their portable devices. Its technology portfolio also includes
audio, Bluetooth® Smart, Rapid Charge AC/DC power conversion and multi-touch.
Dialog is
headquartered in London with a global sales, R&D and marketing organization. In 2014, it had $1.16 billion in revenue and was one of the fastest growing European public semiconductor companies.
###
This communication is not a prospectus as
required by the Prospectus Directive of the European Parliament and of the Council of 4 November 2003 (No 2003/71/EC). It does not constitute or form part of an offer to sell or any invitation to purchase or subscribe for any securities or the
solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the proposed merger or otherwise. Any acceptance or
response to the proposed merger should be made only on the basis of the information referred to, in respect of Dialog shareholders, a shareholder circular seeking the approval of Dialog shareholders for the proposed merger, and the issuance of
ordinary shares in the form of ADSs to Atmels stockholders (the Circular) or, in respect of Atmels stockholders, a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Additional information and where to find it
This
communication may be deemed to be solicitation material in respect of the proposed merger involving Dialog and Atmel. In connection with the proposed merger, Dialog will file with the U.S. Securities and Exchange Commission (the SEC) a
Registration Statement on Form F-4 (the Registration Statement) containing a prospectus with respect to Dialogs ordinary shares to be issued in the proposed merger and a proxy statement of Atmel in connection with the proposed
merger (the Proxy Statement/Prospectus). Each of Dialog and Atmel intends to file other documents with the SEC regarding the proposed merger. The definitive Proxy Statement/Prospectus will be mailed to stockholders of Atmel and will
contain important information about the proposed merger and related matters. Shareholders of Dialog and stockholders of Atmel are advised to read carefully the formal documentation in relation to the proposed merger once it has been dispatched. The
proposals for the proposed merger will, in respect of Dialog shareholders, be made solely through the Circular, and, in respect of Atmels stockholders, be made solely through the Proxy Statement/Prospectus. Both the Circular and the final
Proxy Statement/Prospectus will contain the full terms and conditions of the way in which the proposed merger will be implemented, including details of how to vote with respect to the implementation of the proposed merger. Any acceptance or other
response to the proposals should be made only on the basis of the information in respect of the Dialog shareholders, in the Circular, or, in respect of Atmels stockholders, in the Proxy Statement/Prospectus.
This communication comprises an advertisement for the purposes of paragraph 3.3R of the Prospectus Rules made under Part VI of the FSMA and not a prospectus.
Any prospectus in connection with the admission of ordinary shares of Dialog to the Regulated Market of, and to trading on, the Frankfurt Stock Exchange (the UK Prospectus) will be published at a later date.
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Copies of the UK Prospectus and the Circular will, from the date of posting to Dialog shareholders, be filed with
the UK Listing Authority and submitted to the National Storage Mechanism and available for inspection at www.Hemscott.com/nsm.do and available for inspection by Dialog shareholders at the registered office of Dialog Semiconductor plc, Tower Bridge
House, St. Katharines Way, London E1W 1AA, United Kingdom, during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) and in the Investor Relations section of Dialogs website at
www.dialog-semiconductor.com. Investors may obtain, free of charge, copies of the Proxy Statement/Prospectus and Registration Statement, and any other documents filed by Atmel and Dialog with the SEC in connection with the proposed merger at the
SECs website at www.sec.gov. Investors may obtain, free of charge, copies of the Proxy Statement/Prospectus and any other documents filed by Atmel with the SEC in connection with the proposed merger in the Investors section of
Atmels website at www.atmel.com. Investors may also obtain, free of charge, copies of the Registration Statement, and any other documents filed by Dialog with the SEC in connection with the proposed merger on Dialogs website at
www.dialog-semiconductor.com.
BEFORE MAKING AN INVESTMENT OR VOTING DECISION, WE URGE INVESTORS OF DIALOG AND INVESTORS OF ATMEL TO READ CAREFULLY THE
CIRCULAR, UK PROSPECTUS, PROXY STATEMENT/PROSPECTUS AND REGISTRATION STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT DIALOG OR ATMEL WILL FILE WITH THE UKLA OR SEC WHEN THEY BECOME AVAILABLE, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.
Participants in the Solicitation
Dialog, Atmel and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from stockholders in
connection with the approval of the proposed merger and may have direct or indirect interests in the proposed merger. Information about Dialogs directors and executive officers is set forth in Dialogs Annual report and accounts 2014,
which may be obtained free of charge at Dialogs website at www.dialog-semiconductor.com. Information about Atmels directors and executive officers and their respective interests in Atmel by security holdings or otherwise is set forth in
Atmels Proxy Statement on Schedule 14A for its 2015 Annual Meeting of Stockholders, which was filed with the SEC on April 3, 2015, and its Annual Report on Form 10-K for the fiscal year ended December 31, 2014, which was filed with
the SEC on February 26, 2015. These documents are available free of charge at the SECs website at www.sec.gov and from the Investors section of Atmels website at www.atmel.com. Additional information regarding the
interests of participants in the solicitation of proxies in connection with the proposed merger will be included in the Proxy Statement/Prospectus and the Registration Statement that Dialog will file with the SEC in connection with the solicitation
of proxies to approve the proposed merger.
Safe Harbor for Forward-looking Statements
This announcement contains, or may contain, forward-looking statements in relation to Dialog and Atmel and the future operating performance and
outlook of Dialog and the combined company, as well as other future events and their potential effects on Dialog and the combined company that are subject to risks and uncertainties. Generally, the words will, may,
should, continue, believes, targets, plans, expects, estimates, aims, intends, anticipates or similar expressions or negatives
thereof identify forward-looking statements. Forward-looking statements include, but are not limited to, statements relating to: (i) the benefits of the proposed merger, including future financial and operating results of the combined company,
Dialogs or Atmels plans, objectives, expectations and intentions, and the expected timing of completion of the transaction; (ii) expected developments in product portfolio, expected revenues, expected annualized operating costs
savings, expected future cash generation, expected future design wins and increase in market share, expected incorporation of products in those of customers, adoption of new technologies, the expectation of volume shipments of products,
opportunities in the semiconductor industry and the ability to take advantage of those opportunities, the potential success to be derived from strategic partnerships, the potential impact of capacity constraints, the effect of financial performance
on share price, the impact of government regulation, expected performance against adverse economic conditions, and other expectations and beliefs of the management of Dialog and Atmel; (iii) the expansion and growth of Dialogs or
Atmels operations; (iv) the expected cost, revenue, technology and other synergies of the proposed merger,
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the expected impact of the proposed merger on customers and end-users, the combined companys future capital expenditures, expenses, revenues, earnings, economic performance, financial
condition, losses and future prospects; (v) business and management strategies and the expansion and growth of the combined companys operations; (vi) the anticipated timing of shareholder meetings and completion of the proposed
merger and matters to be voted upon at shareholder meetings and (vii) expectations of location of antitrust and competition law filings.
These
forward-looking statements are based upon the current beliefs and expectations of the management of Dialog and Atmel and involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking
statements. Many of these risks and uncertainties relate to factors that are beyond Dialogs and Atmels or the combined companys ability to control or estimate precisely and include, without limitation: (i) the ability to
obtain governmental and regulatory approvals of the proposed merger, including the approval of antitrust authorities necessary to complete the proposed merger, or to satisfy other conditions to the proposed merger, including the ability to obtain
the requisite Dialog shareholder approvals and Atmel stockholder approvals, on the proposed terms and timeframe; (ii) the possibility that the proposed merger does not close when expected or at all, or that the companies, in order to achieve
governmental and regulatory approvals, may be required to modify aspects of the proposed merger or to accept conditions that could adversely affect the combined company or the expected benefits of the proposed merger; (iii) the risk that
competing offers or acquisition proposals will be made; (iv) the inherent uncertainty associated with financial projections; (v) the ability to realize the expected synergies or savings from the proposed merger in the amounts or in the
timeframe anticipated; (vi) the potential harm to customer, supplier, employee and other relationships caused by the announcement or closing of the proposed merger; (vii) the ability to integrate Atmels businesses into those of
Dialogs in a timely and cost-efficient manner; (viii) the development of the markets for Atmels and Dialogs products; (ix) the combined companys ability to develop and market products containing the respective
technologies of Atmel and Dialog in a timely and cost-effective manner; (x) general global macroeconomic and geo-political conditions; (xi) the cyclical nature of the semiconductor industry; (xii) an economic downturn in the
semiconductor and telecommunications markets; (xiii) the inability to realize the anticipated benefits of transactions related to the proposed merger and other acquisitions, restructuring activities, including in connection with the proposed
merger, or other initiatives in a timely manner or at all; (xiv) consolidation occurring within the semiconductor industry through mergers and acquisitions; (xv) the impact of competitive products and pricing; (xvi) disruption to
Atmels business caused by increased dependence on outside foundries, financial instability or insolvency proceedings affecting some of those foundries, and associated litigation in some cases; (xvii) industry and/or company overcapacity
or under-capacity, including capacity constraints of independent assembly contractors; (xviii) insufficient, excess or obsolete inventory; (xix) the success of customers end products and timely design acceptance by customers;
(xx) timely introduction of new products and technologies and implementation of new manufacturing technologies; (xxi) the combined companys ability to ramp new products into volume production; (xxii) reliance on non-binding
customer forecasts and the absence of long-term supply contracts with customers; (xxiii) financial stability in foreign markets and the impact or volatility of foreign exchange rates and significant devaluation of the Euro against the U.S.
dollar; (xxiv) unanticipated changes in environmental, health and safety regulations; (xxv) Atmels dependence on selling through independent distributors; (xxvi) the complexity of the combined companys revenue recognition
policies; (xxvii) information technology system failures; (xxviii) business interruptions, natural disasters or terrorist acts; (xxix) unanticipated costs and expenses or the inability to identify expenses which can be eliminated;
(xxx) disruptions in the availability of raw materials; (xxxi) compliance with U.S. and international laws and regulations by the combined company and its distributors; (xxxii) dependence on key personnel; (xxxiii) the combined
companys ability to protect intellectual property rights; (xxxiv) litigation (including intellectual property litigation in which the combined company may be involved or in which customers of the combined company may be involved,
especially in the mobile device sector), and the possible unfavorable results of legal proceedings; (xxxv) the market price or increased volatility of Dialogs ordinary shares and ADSs (if the merger is completed); and (xxxvi) other
risks and uncertainties, including those detailed from time to time in Dialogs and Atmels periodic reports and other filings with the SEC or other regulatory authorities, including Atmels Annual Report on Form 10-K for the fiscal
year ended December 31, 2014 and Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015 (whether under the caption Risk Factors or Forward Looking Statements or elsewhere). Neither Dialog nor Atmel can give any
assurance that such forward-looking statements will prove to be correct. The reader is cautioned not to place undue
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reliance on these forward-looking statements, which speak only as of the date of this announcement. Neither Dialog nor Atmel nor any other person undertakes any obligation to update or revise
publicly any of the forward-looking statements set out herein, whether as a result of new information, future events or otherwise, except to the extent legally required.
Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of Dialog, Atmel, or the combined
company, following the implementation of the proposed merger or otherwise. No statement in this announcement should be interpreted to mean that the earnings per share, profits, margins or cash flows of Dialog or the combined company for the current
or future financial years would necessarily match or exceed the historical published figures.
Overseas jurisdictions
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those
jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any
such jurisdiction.
This announcement has been prepared for the purposes of complying with English Law and the information disclosed may not be the same
as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.
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