UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
(as filed)
Filed by the
Registrant
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Filed by
a party other than the Registrant
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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SUPERTEX, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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NEWS RELEASE
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MICROCHIP CONTACT:
J. Eric Bjornholt CFO (480) 792-7804
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SUPERTEX CONTACT:
Name Dr. Henry C. Pao CEO (408) 222-8888
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MICROCHIP TECHNOLOGY ANNOUNCES ACQUISITION
OF SUPERTEX, INC.
Expands Microchips solutions for Medical, Lighting and Industrial Markets
Chandler,
Arizona and Sunnyvale, California February 10, 2014 Microchip Technology Incorporated (NASDAQ: MCHP), a leading provider of microcontroller, mixed-signal, analog and Flash-IP solutions, and Supertex Incorporated (NASDAQ: SUPX)
today announced that Microchip has signed a definitive agreement to acquire Supertex for $33 per share in cash, which represents a total equity value of about $394 million, and a total enterprise value of about $246 million, after excluding
Supertexs cash and investments on its balance sheet of approximately $148 million. The acquisition is expected to be accretive to Microchips non GAAP earnings per share in the first full quarter after completion of the acquisition.
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 2014, subject to approval by Supertexs stockholders, regulatory approvals and other customary closing conditions.
We are
pleased to have Supertex become part of the Microchip team. Supertexs deep domain knowledge in high voltage analog and mixed signal technologies, and strong position in the Medical, Industrial and Lighting markets, complement many of Microchip
initiatives in these areas. We believe that combining Supertexs business with Microchips Analog business will enable significant synergies and cross selling opportunities, said Steve Sanghi, President and CEO of Microchip
Technology.
We are pleased to join Microchip Technology, a premier company in the semiconductor industry. Microchip has demonstrated
consistent profitability, technology leadership and growth in its core businesses. We believe that this acquisition provides the best vehicle for us to realize significant value for Supertexs shareholders, as well as the opportunity to scale
up to the much stronger sales and manufacturing platforms of Microchip said Henry Pao, President and CEO of Supertex.
more
Microchip Technology and Supertex
Announce Acquisition of
Supertex by Microchip
Page
2
Conference Call Information:
Microchip will host a conference call today, February 10, 2014 at 8:30 a.m. (Eastern Time) to discuss this release. This call will be simulcast over the Internet at
www.microchip.com
. The
webcast will be available for replay until February 17, 2014.
A telephonic replay of the conference call will be available at
approximately 12:00 p.m. (Eastern Time) on February 10, 2014 and will remain available until 5:00 p.m. (Eastern Time) on February 17, 2014. Interested parties may listen to the replay by dialing
719-457-0820
and entering access code 5688287.
Forward Looking Statements:
The statements in this release relating to the acquisition expected to be accretive to Microchips non GAAP earnings per share in the first full
quarter after completion, our expectation that the acquisition will close in the second quarter of fiscal 2014, expanding Microchips solutions for its medical, lighting and industrial markets, , Supertexs knowledge and market position
complementing Microchips initiatives in the high voltage analog and mixed signal technologies and our medical, industrial and lighting markets, the business combination enabling significant synergies and cross-selling opportunities, being the
best vehicle for realizing significant value for Supertexs shareholders, scaling up to much stronger sales and manufacturing platforms, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements are subject to a number of business, economic, legal and other risks that are inherently uncertain and difficult to predict, including, but not limited to: the actual timing of the
closing of the acquisition, the satisfaction of the conditions to closing in the acquisition agreement (including obtaining Supertex shareholder approval and regulatory clearances), any termination of the acquisition agreement, changes in demand or
market acceptance of the products of Supertex or Micrcohip and the products of their respective customers, ; competitive developments; the costs and outcome of any current or future litigation involving Microchip, Supertex or the acquisition
transaction; the effect of the acquisition on Microchips and Supertexs existing relationships with customers and vendors and their operating results and businesses; the progress and costs of development of Microchip and Supertex products
and the timing and market acceptance of
more
Microchip Technology and Supertex
Announce Acquisition of
Supertex by Microchip
Page
3
those new products; Microchips ability to successfully integrate Supertexs operations and employees, retain key employees and otherwise realize the expected synergies and benefits of
the transaction; 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 SEC filings of Microchip and Supertex including those on
Forms 10-K and
10-Q.
You can obtain copies of Forms 10-K and 10-Q and other relevant documents for free at Microchips website (
www.microchip.com
), at Supertex website
(
www.supertex.com
) (as applicable) or the SECs website (
www.sec.gov
) or from commercial document retrieval services.
Stockholders of Microchip and Supertex are cautioned not to place undue reliance on the forward-looking statements in this press release, which speak
only as of the date such statements are made. Neither Microchip nor Supertex undertakes any obligation to publicly update any forward-looking statements to reflect events, circumstances or new information after this February 10, 2014 press
release, or to reflect the occurrence of unanticipated events.
Additional Information and Where to Find It
Supertex intends to file a proxy statement in connection with the acquisition transaction. Investors and securityholders are urged to read the 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
SECs web site at
www.sec.gov
. Microchip, Supertex and their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Supertex 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 Microchips proxy statement for its 2013 Annual Meeting of Stockholders, which was filed with the SEC on July 11, 2013. Additional information regarding the directors and executive officers of Supertex is also
included in Supertexs proxy statement for its 2013 Annual Meeting of Stockholders, which was filed with the SEC on July 2, 2013. These documents are available free of charge at the SECs web site at www.sec.gov and as described
above.
more
Microchip Technology and Supertex
Announce Acquisition of
Supertex by Microchip
Page
4
About Microchip Technology
Microchip Technology Inc. (NASDAQ: MCHP) is a leading provider of microcontroller, mixed-signal, analog and Flash-IP solutions, 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
http://www.microchip.com
.
About Supertex:
Supertex, Inc. is a publicly held mixed signal semiconductor manufacturer, focused on high voltage analog and mixed signal products for use in the medical, LED lighting, display, industrial and
telecommunication industries. Supertex product, corporate and financial information is readily available at
www.supertex.com
.
end
SUPERTEX INTERNAL MEMORANDUM
February 10, 2014
Memo to: All Employees
From: Henry C. Pao
Subject: Definitive
Agreement Signed
Dear Supertex Team,
I am very excited to share with you today the news of our signing a Definitive Agreement to be acquired by Microchip Technology. Microchip is a leading provider of microcontroller, mixed-signal,
analog and Flash-IP solutions serving many leading customers across the globe. This is a company with a stellar track record of growth and profitability. Headquartered in Chandler, Arizona, Microchip has over $1.9 billion in sales and over
8,000 employees worldwide. This acquisition represents a great opportunity for Microchip to help take our business to the next level and for Supertex to be part of a larger company. We have worked hard to build a reputation as a high voltage
analog and mixed signal solutions company and weve been successful due to our strong customer focus. Winning our customers confidence year-after-year despite the challenges of tough competition is a testament to the value we
provide. Now, Supertex will join Microchips ranks to expand their customer base and offer new opportunities to design innovative platform content for many of the industrys leading customers. Supertex should be proud of our
accomplishments as a team and look forward to an even brighter future under the leadership of Microchips CEO Steve Sanghi.
Please join
me tomorrow for some communication meetings hosted by Steve as he welcomes the Supertex team and explains more about the compelling strategic rationale of this Agreement.
Until the close of the acquisition, lets stay focused on executing to our plan! I would personally like to thank each and everyone of you for your many contributions and tireless commitment to
Supertex. It has been a pleasure to serve as the CEO of this amazing team.
Attached is a Welcome Letter from Microchips
President & CEO, Steve Sanghi.
Best Regards,
Henry C. Pao
President & CEO
Cautionary Statement:
Statements about the expected timing, completion, benefits and effects of the proposed transaction, and other statements in this letter that are not historical facts, 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 actual timing of
the closing of the acquisition, the satisfaction of the conditions to closing in the acquisition agreement, any termination of the acquisition agreement, the effect of the acquisition on Microchips and Supertexs existing relationships
with customers and vendors and their operating results and businesses; the costs and outcome of any litigation involving Microchip, Supertex or the acquisition transaction; general economic, industry or political conditions in the U.S. or
internationally; and the risks described from time to time in SEC reports including filings on Forms 10-K,
10-Q
and 8-K. You can obtain copies of such Forms 10-K, 10-Q and 8-K and other relevant documents for
free, as applicable, at Microchips website (
www.microchip.com
) , at Supertexs website (
www.supertex.com
), the SECs website (
www.sec.gov
) or from commercial document retrieval services. You are cautioned not to
place undue reliance on our forward-looking statements, which speak only as of the date such statements are made. We do not undertake any obligation to publicly update any forward-looking statements to reflect events, circumstances or new
information after the date hereof.
Additional Information and Where to Find It:
Supertex intends to file a proxy statement in connection with the acquisition transaction. Investors and security holders are urged to read the 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
SECs web site at
www.sec.gov
. Microchip, Supertex and their directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Supertex 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 Microchips proxy statement for its 2013 Annual Meeting of Stockholders, which was filed with the SEC on July 11, 2013. Additional information regarding the directors and executive officers of Supertex is also
included in Supertexs proxy statement for its 2013 Annual Meeting of Stockholders, which was filed with the SEC on July 2, 2013. These documents are available free of charge at the SECs web site at
www.sec.gov
and as
described above.
February 10, 2014
To: All Supertex Employees
From: Steve Sanghi
Subject: Welcome to Microchip!
Today Microchip
Technology announced the signing of a definitive agreement to acquire Supertex. The transaction is subject to the approval of shareholders of Supertex, regulatory approvals and customary closing conditions. We expect the transaction to close in the
second calendar quarter of 2014. I am excited by the business possibilities created by the Supertex acquisition, and I would like to take this opportunity to welcome you all to the Microchip family!
Microchip is a leading provider of embedded control solutions through our Microcontroller, Mixed-Signal, Analog, Flash IP solutions and Memory product
lines. The acquisition of Supertex adds your strong portfolio of high voltage Analog and Mixed-Signal solutions aimed at the medical, industrial and lighting markets to Microchip. I believe the complementary product lines of Microchip and Supertex
will offer our combined customers a broader range of innovative solutions to serve their needs. I am looking forward to working with the Supertex team and continuing to provide challenging and rewarding work at the combined company.
I will be in Sunnyvale and San Jose tomorrow hosting meetings with Henry Pao and all Supertex employees as a first introduction of Microchip to you. Look
for an invitation with more details shortly. My executive team and I will also start the process of getting to know more of you personally through one on one meetings starting tomorrow and in the weeks to come. Also over the next few months we will
be working closely with Supertex leaders worldwide to develop joint plans for how we can operate even more effectively as one company after the acquisition is completed.
In the meanwhile please continue to stay focused on executing your plans and achieving the results we will build on together after the acquisition is completed. We will provide periodic communication so
that you stay informed. We look forward to the future as we bring our two innovative and successful companies together.
Best Wishes,
Steve Sanghi
President and CEO
Microchip Technology Incorporated
Cautionary Statement:
Statements
about the expected timing, completion, benefits and effects of the proposed transaction, and other statements in this letter that are not historical facts, 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 actual timing of the closing of the acquisition, the satisfaction of
the conditions to closing in the acquisition agreement, any termination of the acquisition agreement, the effect of the acquisition on Microchips and Supertexs existing relationships with customers and vendors and their operating results
and businesses; the costs and outcome of any litigation involving Microchip, Supertex or the acquisition transaction; general economic, industry or political conditions in the U.S. or internationally; and the risks described from time to time in SEC
reports including filings on Forms 10-K,
10-Q
and 8-K. You can obtain copies of such Forms 10-K, 10-Q and 8-K and other relevant documents for free,
Letter to Employees Page
2
as applicable, at Microchips website
(www.microchip.com)
, at Supertexs website
(www.supertex.com)
, the SECs website
(www.sec.gov)
or from commercial
document retrieval services. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date such statements are made. We do not undertake any obligation to publicly update any forward-looking
statements to reflect events, circumstances or new information after the date hereof.
Additional Information and Where to Find It:
Supertex intends to file a proxy statement in connection with the acquisition transaction. Investors and security holders are urged to
read the 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 SECs web site at
www.sec.gov
. Microchip, Supertex and their directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Supertex 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 Microchips proxy statement for its 2013 Annual Meeting of Stockholders, which was filed with the SEC on July 11, 2013. Additional information regarding the directors and executive officers of
Supertex is also included in Supertexs proxy statement for its 2013 Annual Meeting of Stockholders, which was filed with the SEC on July 2, 2013. These documents are available free of charge at the SECs web site at
www.sec.gov
and as described above.
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February 10, 2014
Dear Valued Supertex Customers and Channel Partners,
Today Microchip Technology announced the
signing of a definitive agreement to acquire Supertex. The transaction is subject to the approval of shareholders of Supertex, regulatory approvals and customary closing conditions. We expect the transaction to close in the second calendar quarter
of 2014.
Microchip is a leading provider of embedded control solutions through our Microcontroller, Mixed-Signal, Analog, Flash IP solutions
and Memory product lines. The acquisition adds Supertexs strong portfolio of high voltage Analog and Mixed-Signal solutions aimed at the medical, industrial and lighting markets to Microchip. The combined product lines of Microchip and
Supertex will offer you a broader range of innovative solutions to serve your needs.
Operationally it will be business as usual for customers
and channel partners. We will communicate any changes that may occur to you as timely as possible, but for the foreseeable future, we request that you continue to do business using your current contacts and processes for Supertex products.
We remain committed to providing you with outstanding customer service, advanced technology solutions, industry-leading supply chain
management, and world-class quality and manufacturing. We look forward to a long and mutually beneficial relationship.
If you have any
questions or concerns, please contact your local sales contact.
Best Regards,
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Steve Sanghi
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Henry Pao
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President and CEO
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President and CEO
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Microchip Technology Incorporated
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Supertex Incorporated
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Cautionary Statement:
Statements about the expected timing, completion, benefits and effects of the proposed transaction, and other statements in this letter that are not historical facts, 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 actual timing of
the closing of the acquisition, the satisfaction of the conditions to closing in the acquisition agreement, any termination of the acquisition agreement, the effect of the acquisition on Microchips and Supertexs existing relationships
with customers and vendors and their operating results and businesses; the costs and outcome of any litigation involving Microchip, Supertex or the acquisition transaction; general economic, industry or political conditions in the U.S. or
internationally; and the risks described from time to time in SEC reports including filings on Forms 10-K,
10-Q
and 8-K. You can obtain copies of such Forms 10-K, 10-Q and 8-K and other relevant documents for
free, as applicable, at Microchips website (
www.microchip.com
) , at Supertexs website (
www.supertex.com
), the SECs website (
www.sec.gov
) or from commercial document retrieval services. You are cautioned not to
place undue reliance on our forward-looking statements, which speak only as of the date such statements are made. We do not undertake any obligation to publicly update any forward-looking statements to reflect events, circumstances or new
information after the date hereof.
Letter to Customers and Channel Partners Page
2
Additional Information and Where to Find It:
Supertex intends to file a proxy statement in connection with the acquisition transaction. Investors and security holders are urged to read the 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
SECs web site at
www.sec.gov
. Microchip, Supertex and their directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Supertex 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 Microchips proxy statement for its 2013 Annual Meeting of Stockholders, which was filed with the SEC on July 11, 2013. Additional information regarding the directors and executive officers of Supertex is also
included in Supertexs proxy statement for its 2013 Annual Meeting of Stockholders, which was filed with the SEC on July 2, 2013. These documents are available free of charge at the SECs web site at
www.sec.gov
and as
described above.
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February 10, 2014
Dear Valued Supertex Supplier,
Today Microchip Technology announced the signing of a definitive
agreement to acquire Supertex. The transaction is subject to the approval of shareholders of Supertex, regulatory approvals and customary closing conditions. We expect the transaction to close in the second calendar quarter of 2014.
Microchip is a leading provider of embedded control solutions through our Microcontroller, Mixed-Signal, Analog, Flash IP solutions and Memory product
lines. The acquisition adds Supertexs strong portfolio of high voltage Analog and Mixed-Signal solutions aimed at the medical, industrial and lighting markets to Microchip.
Operationally it will be business as usual for our supply chain partners. We look forward to working closely with you after the acquisition is completed and request that you continue to do business using
your existing contacts and processes currently in place with Supertex.
Best Regards,
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Steve Sanghi
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Henry Pao
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President and CEO
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President and CEO
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Microchip Technology Incorporated
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Supertex
|
Cautionary Statement:
Statements about the expected timing, completion, benefits and effects of the proposed transaction, and other statements in this letter that are not historical facts, 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 actual timing of
the closing of the acquisition, the satisfaction of the conditions to closing in the acquisition agreement, any termination of the acquisition agreement, the effect of the acquisition on Microchips and Supertexs existing relationships
with customers and vendors and their operating results and businesses; the costs and outcome of any litigation involving Microchip, Supertex or the acquisition transaction; general economic, industry or political conditions in the U.S. or
internationally; and the risks described from time to time in SEC reports including filings on Forms 10-K,
10-Q
and 8-K. You can obtain copies of such Forms 10-K, 10-Q and 8-K and other relevant documents for
free, as applicable, at Microchips website (
www.microchip.com
) , at Supertexs website (
www.supertex.com
), the SECs website (
www.sec.gov
) or from commercial document retrieval services. You are cautioned not to
place undue reliance on our forward-looking statements, which speak only as of the date such statements are made. We do not undertake any obligation to publicly update any forward-looking statements to reflect events, circumstances or new
information after the date hereof.
Additional Information and Where to Find It:
Supertex intends to file a proxy statement in connection with the acquisition transaction. Investors and security holders are urged to read the 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
SECs web site at
www.sec.gov
. Microchip, Supertex and their directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Supertex 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
Letter to Suppliers Page
2
of Microchip is also included in Microchips proxy statement for its 2013 Annual Meeting of Stockholders, which was filed with the SEC on July 11, 2013. Additional information regarding
the directors and executive officers of Supertex is also included in Supertexs proxy statement for its 2013 Annual Meeting of Stockholders, which was filed with the SEC on July 2, 2013. These documents are available free of charge at the
SECs web site at
www.sec.gov
and as described above.
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