Obrem Capital calls special meeting of Micrel stockholders, seeks to replace entire board

By Lisa Kerner

Charlotte, N.C., March 26 - Micrel, Inc. investors led by Obrem Capital Management, LLC, and holding some 14.9% of the company's outstanding stock, called a special meeting of the company's shareholders as allowed under article 2.3 of Micrel's amended and restated bylaws.

Obrem called for the meeting to be held on May 21 at 4 p.m. ET in New York, it was reported in a schedule 13D filing with the Securities and Exchange Commission.

According to a March 25 letter from Obrem to Micrel, business to be transacted at the special meeting includes:

• The removal of Micrel's five current directors under article 3.4 of the company's bylaws;

• The amendment of article 3.2(b) of the bylaws to permit holders of a majority of the outstanding shares entitled to vote to set the exact number of directors of the company within the range of article 3.2(a);

• The establishment of the exact number of Micrel directors at six;

• The election of the investors' slate of six individuals to fill the vacancies created by the removal of the existing board and the increase in the size of the board to six members; and

• The rescission and cancellation of Micrel's shareholder rights plan adopted by the company's board on Monday.

Obrem's nominees for election to the Micrel board are:

• Bill Bradford, a co-founder and general partner of Saguaro Ventures;

• Keith R. Gollust, a founding partner of Gollust, Tierney, and Oliver, a private investment firm;

• Eric Gomberg, a senior investment analyst at Obrem Capital Management;

• Ben Goren, a principal at GCG Capital;

• Keith M. Kolerus, former chairman of the board of ACI Electronics; and

• Andrew Rechtschaffen, founder and managing member of Obrem Capital Management.

In a Tuesday news release, Micrel reaffirmed its commitment to enhancing shareholder value in response to Obrem's suggestion in a March 12 letter that Micrel explore strategic alternatives, including a sale of the company.

Micrel said its board, along with its advisers, has been reviewing the capital structure, financial and strategic issues faced by the company. There is no assurance that any action will be taken as a result, a prior company news release stated.

It was reported that Micrel has repurchased over 10% of its outstanding common shares since the beginning of 2007 and began a quarterly dividend payment in April 2007.

Micrel's board said it adopted a limited-duration shareholder rights plan in connection with its review. The rights plan is designed to protect Micrel's shareholders in the event of an unsolicited takeover of the company and other abusive or coercive tactics to gain control of the company.

Micrel develops and manufactures high-performance analog power integrated circuits (ICs), mixed-signal ICs and digital ICs. The company is based in San Jose, Calif.

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