Microchip大逆转，成为收购Atmel的头号种子选手

Microchip今天宣布该公司收到来自Atmel董事会的通知，Atmel公司决定，尽管有和Dialog公司的合并协议，但Microchip提出的以8.15美元每股的现金+股票的交易形式的收购要约被视为优先级更高的提案。

按照Microchip的提案，Atmel的股东可以得到每股7美元现金以及1.15美元每股的Microchip公司普通股，这是Microchip公司普通股最近10个交易日收盘时的平均收盘价。

"Microchip和Atmel合并将诞生一个微控制器、模拟和物联网的能量场，Atmel在微控制器、无线、触摸、存储以及汽车产品可补充和加强Microchip在这些领域的解决方案"。Microchip公司CEO Steve Sanghi如是说。

Microchip Technology Incorporated (NASDAQ: MCHP), a leading provider of microcontroller, mixed-signal, analog and Flash-IP solutions today announced that it was informed last night that the Board of Directors of Atmel Corporation (NASDAQ: ATML) had determined that Microchip's proposal to acquire Atmel for $8.15 per share in a cash and stock transaction constitutes a "Superior Proposal" under the terms of Atmel's merger agreement with Dialog Semiconductor PLC.

Under the terms of Microchip's proposal, stockholders of Atmel will receive $7.00 per share in cash and $1.15 per share in Microchip common stock, valued at the average closing sale price for a share of Microchip common stock for the ten most recent trading days ending on the last trading day prior to the closing. The maximum number of Microchip shares to be issued in the transaction is 13.0 million, after which the cash consideration per share will be increased such that the combined cash and stock consideration will remain at $8.15 per share. Microchip was informed that Atmel has given written notice to Dialog of its intent to change its recommendation and terminate the Dialog transaction in favor of the Microchip proposal. As a result, Atmel will be entitled to terminate the Dialog merger agreement if Dialog does not make, within four business days following the receipt of the notice, a written, binding proposal that would cause the Microchip proposal to no longer constitute a "Superior Proposal."

"The combined business of Microchip and Atmel will create a microcontroller, analog and internet of things (IoT) powerhouse. Atmel's portfolio of microcontrollers, wireless, touch, memory and automotive products complements and enhances many of Microchip's solutions in these areas. We believe that combining Atmel's business with Microchip's business will offer our combined customers a broader range of innovative solutions to serve their needs, while creating significant long-term stockholder value," said Steve Sanghi, President and CEO of Microchip.

"Microchip's enduring vision is to be the very best embedded control solutions company ever. Our strategy behind this vision is to enable the growing market for smart, connected and secure solutions for the automotive, industrial, office automation, consumer and telecom markets. We believe that the combined microcontroller, analog, memory, automotive, security, computing, networking, wireless, touch, timing and technology licensing product lines of Microchip and Atmel will present a powerful portfolio of innovative solutions for these growing markets. We also believe this acquisition will further enhance our analog and mixed-signal opportunities as we expect to attach these products to an expanded set of microcontroller customer applications," said Ganesh Moorthy, COO of Microchip.

If Microchip and Atmel execute a merger agreement on the terms proposed by Microchip, the transaction is expected to be immediately accretive to Microchip's non-GAAP earnings