Atmel fires back at Microchip over alternate slate of director nominees

By Lisa Kerner

Charlotte, N.C., Dec. 16 - Atmel Corp. said Microchip Technology Inc.'s nomination of an alternate slate of directors for election to Atmel's board "only serves to advance Microchip's agenda as a major competitor."

"It is unfortunate that after withdrawing its inadequate, opportunistic and highly conditional acquisition proposal just six days after publicly stating that it was 'fully committed,' Microchip has now chosen to potentially pursue a costly and disruptive proxy contest merely 'to preserve Microchip's flexibility,'" an Atmel news release said.

It was previously reported that Microchip's alternate slate of nominees included:

• Jonathan Brooks, former chief financial officer and a director of Glotel plc;

• Dan Casey, chief executive officer and a director of Sonomax Hearing Healthcare Inc.;

• G. Carl Everett Jr., venture partner/investor with Accel Partners;

• Michael L. Hackworth, former CEO and chairman of Tymphany Corp.;

• Dr. Robert S. Pepper, former vice president of Intel Corp.'s Network Communications Group;

• Alan G. Rieper, former managing director and senior semiconductor analyst at Credit Suisse First Boston; and

• Andrew Sukawaty, chairman and CEO of Inmarsat Plc;

Microchip said it also intends to seek stockholder approval of certain amendments to Atmel's bylaws, including limitations on any amendments to Atmel's bylaws after May 14, 2008 unless approved by stockholders.

In November, ON Semiconductor Corp. and Microchip withdrew their $5 per share offer for Atmel.

Microchip, a Chandler, Ariz.-based semiconductor producer, and ON Semiconductor were prepared to take their $2.3 billion offer directly to Atmel's shareholders after it was rejected by Atmel's board, a prior news release said.

ON Semiconductor is a Phoenix-based designer, manufacturer and marketer of power and data management semiconductors and standard semiconductor components.

Atmel, based in San Jose, Calif., designs and manufactures microcontrollers, advanced logic, mixed-signal, nonvolatile memory and radio frequency components.

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