DGAP-News: Dialog Semiconductor Plc. / Key word(s): Acquisition
Dialog Semiconductor Announces Additional Information Regarding Its
Acquisition of Atmel
30.09.2015 / 00:33
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London, United Kingdom, 29 September 2015 - Dialog Semiconductor (XTRA:
DLG) today announced additional information regarding its agreement to
acquire Atmel Corporation (NASDAQ: ATML) announced on 20 September 2015.
- Dialog and Atmel have amended the merger agreement to clarify that the
only required vote of Dialog shareholders will be to authorize the
board of directors of Dialog to allot and issue the ordinary shares
underlying the American Depositary Shares to be issued in connection
with the Atmel acquisition. The vote required to approve this matter
is a simple majority of the ordinary shares present and voting at the
meeting in person or by proxy. This amendment was based on Dialog's
determination that an amendment of its articles of association will not
be required to complete the transaction. The merger agreement
amendment deletes the reference to a possible articles amendment and
the 75% vote that would have been required for such an amendment.
Dialog expects that its shareholder meeting will be held in the fourth
quarter of 2015.
- Dialog expects to make antitrust or competition law filings only in the
United States, Germany and Romania, with all requisite clearances
expected to be received during the fourth quarter of 2015.
- Dialog expects to file with the U.S. Securities and Exchange Commission
a Registration Statement on Form F-4 in connection with the proposed
acquisition in the fourth quarter of 2015.
- Dialog expects that the Atmel shareholder meeting to consider matters
in connection with the acquisition will be held in the first quarter of
2016, and that, subject to the other conditions to the closing of the
merger having been satisfied or waived, the closing of the merger will
occur shortly following that meeting.
Further information regarding the acquisition, including a recently updated
investor presentation, is available on Dialog's website:
http://www.dialog-semiconductor.com/atmel.
For further information please contact:
Dialog Semiconductor Dialog Semiconductor
Mark Tyndall Jose Cano
SVP, Corporate Development & Strategy Head of Investor Relations
Tel: +1 408 621 6749 Tel: +44 (0)1793 756 961
mark.tyndall@diasemi.com jose.cano@diasemi.com
About Dialog
Dialog provides highly integrated standard and custom mixed-signal
integrated circuits (ICs), optimised for smartphone, tablet, IoT, LED Solid
State Lighting (SSL) and Smart Home applications. Dialog brings strong
expertise to the rapid development of ICs while providing flexible and
dynamic support, innovation and the assurance of dealing with an
established business partner. With world-class manufacturing partners,
Dialog operates a fabless business model and is a socially responsible
employer pursuing many programs to benefit the employees, community, other
stakeholders and the environment. Dialog's power saving technologies
including DC-DC configurable system power management deliver high
efficiency and enhance the consumer's user experience by extending battery
lifetime and enabling faster charging of their portable devices. Its
technology portfolio also includes audio, Bluetooth(R) Smart, Rapid
Charge(TM) AC/DC power conversion and multi-touch.
Dialog is headquartered in London with a global sales, R&D and marketing
organisation. In 2014, it had $1.16 billion in revenue and was one of the
fastest growing European public semiconductor companies.
This communication is not a prospectus as required by the Prospectus
Directive of the European Parliament and of the Council of 4 November 2003
(No 2003/71/EC). It does not constitute or form part of an offer to sell or
any invitation to purchase or subscribe for any securities or the
solicitation of an offer to purchase, otherwise acquire, subscribe for,
sell or otherwise dispose of any securities or the solicitation of any vote
or approval in any jurisdiction pursuant to the proposed merger or
otherwise. Any acceptance or response to the proposed merger should be made
only on the basis of the information referred to, in respect of Dialog
shareholders, a shareholder circular seeking the approval of Dialog
shareholders for the proposed merger, and the issuance of ordinary shares
in the form of ADSs to Atmel's stockholders (the "Circular") or, in respect
of Atmel's stockholders, a prospectus meeting the requirements of Section
10 of the Securities Act of 1933, as amended.
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 UK Prospectus and the Circular will, from the date of posting
to Dialog shareholders, be filed with the UK Listing Authority and
submitted to the National Storage Mechanism and available for inspection at
www.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 at www.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.
BEFORE MAKING AN INVESTMENT OR VOTING DECISION, WE URGE INVESTORS OF DIALOG
AND INVESTORS OF ATMEL TO READ CAREFULLY THE CIRCULAR, UK PROSPECTUS, PROXY
STATEMENT/PROSPECTUS AND REGISTRATION STATEMENT (INCLUDING ANY AMENDMENTS
OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT DIALOG OR
ATMEL WILL FILE WITH THE UKLA OR SEC WHEN THEY BECOME AVAILABLE, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.
Participants in the Solicitation
Dialog, Atmel and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from stockholders
in connection with the approval of the proposed merger and may have direct
or indirect interests in the proposed merger. Information about Dialog's
directors and executive officers is set forth in Dialog's Annual report and
accounts 2014, which may be obtained free of charge at Dialog's website at
www.dialog-semiconductor.com. Information about Atmel's directors and
executive officers and their respective interests in Atmel by security
holdings or otherwise is set forth in Atmel's Proxy Statement on Schedule
14A for its 2015 Annual Meeting of Stockholders, which was filed with the
SEC on April 3, 2015, and its Annual Report on Form 10-K for the fiscal
year ended December 31, 2014, which was filed with the SEC on February 26,
2015. These documents are available free of charge at the SEC's website at
www.sec.gov and from the "Investors" section of Atmel's website at
www.atmel.com. Additional information regarding the interests of
participants in the solicitation of proxies in connection with the proposed
merger will be included in the Proxy Statement/Prospectus and the
Registration Statement that Dialog will file with the SEC in connection
with the solicitation of proxies to approve the proposed merger.
Safe Harbor for Forward-looking Statements
This announcement contains, or may contain, "forward-looking statements" in
relation to Dialog and Atmel and the future operating performance and
outlook of Dialog and the combined company, as well as other future events
and their potential effects on Dialog and the combined company that are
subject to risks and uncertainties. Generally, the words "will," "may,"
"should," "continue," "believes," "targets," "plans," "expects,"
"estimates," "aims," "intends," "anticipates" or similar expressions or
negatives thereof identify forward-looking statements. Forward-looking
statements include, but are not limited to, statements relating to: (i) the
benefits of the proposed merger, including future financial and operating
results of the combined company, Dialog's or Atmel's plans, objectives,
expectations and intentions, and the expected timing of completion of the
transaction; (ii) expected developments in product portfolio, expected
revenues, expected annualized operating costs savings, expected future cash
generation, expected future design wins and increase in market share,
expected incorporation of products in those of customers, adoption of new
technologies, the expectation of volume shipments of products,
opportunities in the semiconductor industry and the ability to take
advantage of those opportunities, the potential success to be derived from
strategic partnerships, the potential impact of capacity constraints, the
effect of financial performance on share price, the impact of government
regulation, expected performance against adverse economic conditions, and
other expectations and beliefs of the management of Dialog and Atmel; (iii)
the expansion and growth of Dialog's or Atmel's operations; (iv) the
expected cost, revenue, technology and other synergies of the proposed
merger, the expected impact of the proposed merger on customers and
end-users, the combined company's future capital expenditures, expenses,
revenues, earnings, economic performance, financial condition, losses and
future prospects; (v) business and management strategies and the expansion
and growth of the combined company's operations; (vi) the anticipated
timing of shareholder meetings and completion of the proposed merger and
matters to be voted upon at shareholder meetings and (vii) expectations of
location of antitrust and competition law filings.
These forward-looking statements are based upon the current beliefs and
expectations of the management of Dialog and Atmel and involve risks and
uncertainties that could cause actual results to differ materially from
those expressed in the forward-looking statements. Many of these risks and
uncertainties relate to factors that are beyond Dialog's and Atmel's or the
combined company's ability to control or estimate precisely and include,
without limitation: (i) the ability to obtain governmental and regulatory
approvals of the proposed merger, including the approval of antitrust
authorities necessary to complete the proposed merger, or to satisfy other
conditions to the proposed merger, including the ability to obtain the
requisite Dialog shareholder approvals and Atmel stockholder approvals, on
the proposed terms and timeframe; (ii) the possibility that the proposed
merger does not close when expected or at all, or that the companies, in
order to achieve governmental and regulatory approvals, may be required to
modify aspects of the proposed merger or to accept conditions that could
adversely affect the combined company or the expected benefits of the
proposed merger; (iii) the risk that competing offers or acquisition
proposals will be made; (iv) the inherent uncertainty associated with
financial projections; (v) the ability to realize the expected synergies or
savings from the proposed merger in the amounts or in the timeframe
anticipated; (vi) the potential harm to customer, supplier, employee and
other relationships caused by the announcement or closing of the proposed
merger; (vii) the ability to integrate Atmel's businesses into those of
Dialog's in a timely and cost-efficient manner; (viii) the development of
the markets for Atmel's and Dialog's products; (ix) the combined company's
ability to develop and market products containing the respective
technologies of Atmel and Dialog in a timely and cost-effective manner; (x)
general global macroeconomic and geo-political conditions; (xi) the
cyclical nature of the semiconductor industry; (xii) an economic downturn
in the semiconductor and telecommunications markets; (xiii) the inability
to realize the anticipated benefits of transactions related to the proposed
merger and other acquisitions, restructuring activities, including in
connection with the proposed merger, or other initiatives in a timely
manner or at all; (xiv) consolidation occurring within the semiconductor
industry through mergers and acquisitions; (xv) the impact of competitive
products and pricing; (xvi) disruption to Atmel's business caused by
increased dependence on outside foundries, financial instability or
insolvency proceedings affecting some of those foundries, and associated
litigation in some cases; (xvii) industry and/or company overcapacity or
under-capacity, including capacity constraints of independent assembly
contractors; (xviii) insufficient, excess or obsolete inventory; (xix) the
success of customers' end products and timely design acceptance by
customers; (xx) timely introduction of new products and technologies and
implementation of new manufacturing technologies; (xxi) the combined
company's ability to ramp new products into volume production; (xxii)
reliance on non-binding customer forecasts and the absence of long-term
supply contracts with customers; (xxiii) financial stability in foreign
markets and the impact or volatility of foreign exchange rates and
significant devaluation of the Euro against the U.S. dollar; (xxiv)
unanticipated changes in environmental, health and safety regulations;
(xxv) Atmel's dependence on selling through independent distributors;
(xxvi) the complexity of the combined company's revenue recognition
policies; (xxvii) information technology system failures; (xxviii) business
interruptions, natural disasters or terrorist acts; (xxix) unanticipated
costs and expenses or the inability to identify expenses which can be
eliminated; (xxx) disruptions in the availability of raw materials; (xxxi)
compliance with U.S. and international laws and regulations by the combined
company and its distributors; (xxxii) dependence on key personnel; (xxxiii)
the combined company's ability to protect intellectual property rights;
(xxxiv) litigation (including intellectual property litigation in which the
combined company may be involved or in which customers of the combined
company may be involved, especially in the mobile device sector), and the
possible unfavorable results of legal proceedings; (xxxv) the market price
or increased volatility of Dialog's ordinary shares and ADSs (if the merger
is completed); and (xxxvi) other risks and uncertainties, including those
detailed from time to time in Dialog's and Atmel's periodic reports and
other filings with the SEC or other regulatory authorities, including
Atmel's Annual Report on Form 10-K for the fiscal year ended December 31,
2014 and Quarterly Report on Form 10-Q for the quarterly period ended June
30, 2015 (whether under the caption Risk Factors or Forward Looking
Statements or elsewhere). Neither Dialog nor Atmel can give any assurance
that such forward-looking statements will prove to be correct. The reader
is cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this announcement. Neither
Dialog nor Atmel nor any other person undertakes any obligation to update
or revise publicly any of the forward-looking statements set out herein,
whether as a result of new information, future events or otherwise, except
to the extent legally required.
Nothing contained herein shall be deemed to be a forecast, projection or
estimate of the future financial performance of Dialog, Atmel, or the
combined company, following the implementation of the proposed merger or
otherwise. No statement in this announcement should be interpreted to mean
that the earnings per share, profits, margins or cash flows of Dialog or
the combined company for the current or future financial years would
necessarily match or exceed the historical published figures.
Overseas jurisdictions
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by the laws
of those jurisdictions and therefore persons into whose possession this
announcement comes should inform themselves about and observe any such
restrictions. Failure to comply with any such restrictions may constitute a
violation of the securities laws of any such jurisdiction.
This announcement has been prepared for the purposes of complying with
English Law and the information disclosed may not be the same as that which
would have been disclosed if this announcement had been prepared in
accordance with the laws and regulations of any jurisdiction outside the
United Kingdom.
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30.09.2015 Dissemination of a Corporate News, transmitted by DGAP - a
service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
The DGAP Distribution Services include Regulatory Announcements,
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Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: Dialog Semiconductor Plc.
Tower Bridge House, St. Katharine's Way
E1W 1AA London
United Kingdom
Phone: +49 7021 805-412
Fax: +49 7021 805-200
E-mail: jose.cano@diasemi.com
Internet: www.dialog-semiconductor.com
ISIN: GB0059822006, XS0757015606
WKN: 927200
Indices: TecDAX
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich,
Stuttgart
End of News DGAP News Service
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398605 30.09.2015
DGAP-News: Dialog Semiconductor Announces Additional Information Regarding Its Acquisition of Atmel
| Quelle: EQS Group AG