Dialog Semiconductor plc today announced that, consistent with its status as a foreign private issuer, it has confidentially submitted a draft registration statement on Form F-4 with the United States Securities and Exchange Commission (the “SEC”) in connection with its previously announced proposed acquisition of Atmel Corporation.
The registration statement contains a draft prospectus and proxy statement in connection with the proposed acquisition. The definitive versions of the prospectus and proxy statement will be filed publicly with the SEC and mailed to stockholders of Atmel prior to the time the Atmel shareholder meeting is scheduled.
Dialog also acknowledged Atmel’s recent announcement of its receipt of an unsolicited proposal to acquire all of the outstanding shares of Atmel common stock. Atmel’s board of directors has determined to engage in discussions with the potential acquirer, consistent with its rights under the Dialog merger agreement. Atmel’s board of directors has not determined whether the proposal constitutes a “Company Superior Proposal” under the terms of the Dialog merger agreement, and the Dialog merger agreement remains in full effect and Atmel’s board of directors continues to recommend the Dialog transaction to its stockholders.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed merger involving Dialog and Atmel. In connection with the proposed merger, Dialog will file with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form F-4 (the “Registration Statement”) containing a prospectus with respect to Dialog’s ordinary shares to be issued in the proposed merger and a proxy statement of Atmel in connection with the proposed merger (the “Proxy Statement/Prospectus”). Each of Dialog and Atmel intends to file other documents with the SEC regarding the proposed merger. The definitive Proxy Statement/Prospectus will be mailed to stockholders of Atmel and will contain important information about the proposed merger and related matters. Shareholders of Dialog and stockholders of Atmel are advised to read carefully the formal documentation in relation to the proposed merger once it has been dispatched. The proposals for the proposed merger will, in respect of Dialog shareholders, be made solely through the Circular, and, in respect of Atmel’s stockholders, be made solely through the Proxy Statement/Prospectus. Both the Circular and the final Proxy Statement/Prospectus will contain the full terms and conditions of the way in which the proposed merger will be implemented, including details of how to vote with respect to the implementation of the proposed merger. Any acceptance or other response to the proposals should be made only on the basis of the information in respect of the Dialog shareholders, in the Circular, or, in respect of Atmel’s stockholders, in the Proxy Statement/Prospectus.
This communication comprises an advertisement for the purposes of paragraph 3.3R of the Prospectus Rules made under Part VI of the FSMA and not a prospectus. Any prospectus in connection with the admission of ordinary shares of Dialog to the Regulated Market of, and to trading on, the Frankfurt Stock Exchange (the “UK Prospectus”) will be published at a later date.
Copies of the Circular have been and the UK Prospectus will be, from the date of posting to Dialog shareholders, filed with the UK Listing Authority and submitted to the National Storage Mechanism and available for inspection atwww.Hemscott.com/nsm.do and available for inspection by Dialog shareholders at the registered office of Dialog Semiconductor plc, Tower Bridge House, St. Katharine’s Way, London E1W 1AA, United Kingdom, during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) and in the Investor Relations section of Dialog’s website at www.dialog-semiconductor.com.
Investors may obtain, free of charge, copies of the Proxy Statement/Prospectus and Registration Statement, and any other documents filed by Atmel and Dialog with the SEC in connection with the proposed merger at the SEC’s website atwww.sec.gov. Investors may obtain, free of charge, copies of the Proxy Statement/Prospectus and any other documents filed by Atmel with the SEC in connection with the proposed merger in the “Investors” section of Atmel’s website at www.atmel.com. Investors may also obtain, free of charge, copies of the Registration Statement, and any other documents filed by Dialog with the SEC in connection with the proposed merger on Dialog’s website at www.dialog-semiconductor.com.
