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 company’s 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
today’s meeting”, said Jalal Bagherli, Dialog’s 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 Atmel’s 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
Dialog’s 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. Dialog’s power saving technologies including
DC-DC configurable system power management deliver high efficiency
and enhance the consumer’s 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 Atmel’s
stockholders (the “Circular”) or, in respect of Atmel’s
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 Dialog’s 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 Atmel’s
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 Atmel’s
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.
Page 2 of 5
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. Katharine’s 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 Dialog’s 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 SEC’s 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 Atmel’s 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 Dialog’s 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 Dialog’s directors and executive officers
is set forth in Dialog’s Annual report and accounts 2014, which may
be obtained free of charge at Dialog’s website at
www.dialog-semiconductor.com. Information about Atmel’s directors
and executive officers and their respective interests in Atmel by
security holdings or otherwise is set forth in Atmel’s 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 SEC’s website at www.sec.gov and from the “Investors”
section of Atmel’s 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, Dialog’s or Atmel’s 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 Dialog’s or Atmel’s operations; (iv) the expected cost,
revenue, technology and other synergies of the proposed merger,
Page 3 of 5
the expected impact of the proposed merger on customers and
end-users, the combined company’s 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
company’s 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 Dialog’s and Atmel’s or the combined company’s 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 Atmel’s
businesses into those of Dialog’s in a timely and cost-efficient
manner; (viii) the development of the markets for Atmel’s and
Dialog’s products; (ix) the combined company’s 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 Atmel’s 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 company’s 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) Atmel’s dependence on selling
through independent distributors; (xxvi) the complexity of the
combined company’s 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 company’s 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 Dialog’s ordinary shares and ADSs (if the merger is completed);
and (xxxvi) other risks and uncertainties, including those
detailed from time to time in Dialog’s and Atmel’s periodic reports
and other filings with the SEC or other regulatory authorities,
including Atmel’s 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
Page 4 of 5
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.
Page 5 of 5
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