Atmel acquisition in the press

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10/31/08
Faced with a rejection of their $2.3 billion bid for Atmel Corp., Microchip Technology Inc. and ON Semiconductor Corp. said simply they are “disappointed.”

In a joint announcement Thursday, the two Arizona technology companies said will consult with their respective boards and advisers to determine their next steps.

In a letter sent Wednesday, Atmel President and CEO Steven Laub said the company’s board believes the unsolicited proposal undervalues the company in a number of respects.

Microchip (Nasdaq:MCHP) and ON (Nasdaq:ONNN) submitted the offer earlier this month of about $5 per share. At that time they said a hostile bid might be on the table for the Silicon Valley company.

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Is this their "Final Offer" ? ? ?

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Quote:

Is this their "Final Offer" ? ? ?

LOL -- "Deal, or no deal?" eh?

I don't know the ins-and-outs and the leagalese, but I think that Microchip or you or I can purchase as many shares of ATML that we choose to on the open market. As I recall the only requirement is to register when you get up to a particular percentage of ownership.

Lee

You can put lipstick on a pig, but it is still a pig.

I've never met a pig I didn't like, as long as you have some salt and pepper.

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theusch wrote:
I don't know the ins-and-outs and the leagalese, but I think that Microchip or you or I can purchase as many shares of ATML that we choose to on the open market.
I agree, but even if they Microchip/ON bought the majority of the company in the open market, they'd still need to vote in a Board of Directors that'd agree with liquidation of the company between Microchip and ON as in the proposal. Also, to buy a majority of the 466 million outstanding shares will almost certainly cost more than an average $5/share. Price is currently $4.11/share.

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kmr wrote:
even if they Microchip/ON bought the majority of the company in the open market, they'd still need to vote in a Board of Directors [...]
Often, a takeover can be effected with significantly less than a majority of shares directly owned. The key is lining up the votes of a majority of shares via a proxy fight. Much depends on the details specified in the company's Bylaws governing when the regular Board of Director's meetings are held, how, when and by whom a special meeting of the BOD can be called and the details of the terms of the BOD members, how issues can be forced to the shareholder approval stage, etc.

Don Kinzer
ZBasic Microcontrollers
http://www.zbasic.net

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The way I read Atmel's press release response, they were not opposed to the acquisition but rather, wanted a higher value than the premium they were offered.

Makes us worry about the fate of AVRs since it seems unlikely that Microchip would continue with that line very long. But then, I'm a geek and very naieve about such things. I've seen and been an employee of companies acquired/merged 6 times. I've seen the acquiring company take on huge debt to buy a quasi-competitor, then let that organization atrophy away leaving the acquisition expenses as non-recoverable. But by then, the CEO has floated away with his bonus on his golden parachute.

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If the takeover went into effect, I don't see the AVR series surviving. But, what do I know?
I would hate to start the learning process all over again and purchase of 'new' tools.
I have played around with the 16/18 series and looked at MPLAB, still I prefer the ICCAVR and AVR.

I'll believe corporations
are people when Texas executes one.

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I don't even want to think about Microchip buying ATMEL. If it happens and AVR gets discontinued, I'll switch to something else other than PICs or change business.

Embedded Dreams
One day, knowledge will replace money.

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Why does everyone think that the successful/profitable AVR would be discontinued if Microchip took over? Sounds like killing the goose that lays the golden eggs to me.

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clawson wrote:
Why does everyone think that the successful/profitable AVR would be discontinued if Microchip took over? Sounds like killing the goose that lays the golden eggs to me.
I've had the same question in my mind. I've attributed the concern to thinking biased towards an either/or strategy.

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Aren't these times predisposed to doomsday thinking? With everything else turning to crap by the minute, why not also just assume that your favorite hobby/livelihood/last-refuge-of-quality is next to go?

Maybe IF the merger happens in some form, it will be great for the end users (probably not so great for many individual employees). Maybe pigs will fly. It's not so much fun to think about, sort of like "happy" movies don't sell too well.

Chuck Baird

"I wish I were dumber so I could be more certain about my opinions. It looks fun." -- Scott Adams

http://www.cbaird.org

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I was just out walking in a local park when an acorn fell out of a tree and boinked my noggin. OH MY GOD THE SKY IS FALLING, CALL 911, VOTE FOR MCCAIN, FALL ON YOUR KNEES AND ASK JESUS FOR FORGIVENESS.

MICROCHIP WANTS TO BUY ATMEL!!!! EAARGGHA EEEEKKKK BUBBBA BUUUUHAAHHAA...

Anyway, I was college roommates the with president of Microchip* and he told me the only reason they wanted Atmel was for AVRFreaks. So there, now you know the truth.

Smiley

*He also told me that the PIC architecture was visioned while on an LSD trip in the showers of the NY YMCA, but that is another story.

Last Edited: Sat. Nov 1, 2008 - 09:10 PM
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If the merger happens, we will most likely still get the now existing AVRs, but not sure about new ones. The bad think could be prices going up, or not down so fast as they used to.

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We all know you are cool with Microchip, Joe. We're waiting for the Freescale bid on Atmel to see you go berserk.. :wink:

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Back when I was dating the CEO of Motorola, after that dropping the soap in the shower incident where we met the CEO of Microchip, I suggested Motorola shouldn't provide pin compatibility with their upgrades to the 68HC11's since it would force new sales and that they should spin off and name the new company Freescale. Gawd, I was high that night.

Smiley

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clawson wrote:
Why does everyone think that the successful/profitable AVR would be discontinued if Microchip took over? Sounds like killing the goose that lays the golden eggs to me.

You are making the error of applying reasoned logic.

This is out of place in greed and ego driven Boardroom politics in the M&A world. Just look at the graveyard.
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Atmel's many design-wins of the past with AVRs would seemingly assure it of at least a sustaining position for a few years, if not great R&D investments for new AVRs.