MCHP » Topics » Prepared to Engage in Meaningful Discussions Promptly

This excerpt taken from the MCHP 8-K filed Oct 2, 2008.

Prepared to Engage in Meaningful Discussions Promptly


We have dedicated significant time and resources in evaluating the merits and risks of this transaction and are confident that it can be consummated expeditiously in partnership with your team.  We have reviewed the transaction with our respective counsel and are confident that the transaction will receive all necessary regulatory approvals.   Although we have completed extensive due diligence based on publicly available information, our proposal is of course subject to customary due diligence, as well as the negotiation of definitive transaction agreements (including with respect to ON Semiconductor’s additional financing) and the satisfaction of customary conditions to be set forth in such agreements.  We have retained J.P. Morgan to act as our financial advisor and Simpson Thacher & Bartlett LLP and DLA Piper as legal advisors.  We and our advisors are available to meet with you immediately to discuss the terms of our proposal and to commence due diligence and the negotiation of definitive documentation for the transaction.


We believe now is the right time to pursue the transaction, and we are committed to moving forward on an expedited basis.  Considering the substantial premium and other compelling benefits of this proposal, we are confident that, given the opportunity, Atmel’s stockholders and your other




stakeholders will enthusiastically support this offer.  In light of the foregoing, we ask that you engage us in a meaningful and productive discussion about this proposal promptly and with a sense of urgency.  We remain available to meet with you further to continue to discuss the value creation opportunity that the potential transaction represents.  We look forward to your prompt response.




Steven Sanghi


Keith Jackson

President, Chief Executive Officer and


President and Chief Executive Officer

Chairman of the Board


ON Semiconductor Corporation

Microchip Technology Incorporated




Microchip and ON Semiconductor will host a joint analyst/investor conference call on Thursday, October 2, 2008 at 9:00 a.m. Eastern Time to discuss the announcement.  The dial-in number for United States callers is (800) 214-0694 and the dial-in for participants located outside the United States is (719) 955-1425.  The passcode for all callers is 300066.  Please dial in at least 10 minutes in advance of the call.  A slide presentation and live audio webcast of the call will be available at and  Playback of the conference call will be available for replay through the close of business on October 9, 2008, and can be accessed by dialing (888) 348-4629 from within the United States or (719) 884-8882 from outside the United States.  The passcode for the replay is 300066.


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