Press Releases
Microchip Technology Announces Amendment To Definitive Agreement For Acquisition Of Silicon Storage Technology, Inc.
Microchip Technology Incorporated (NASDAQ: MCHP), a leading provider of microcontrollers and analog semiconductors, today announced that it entered into an amendment to its February 2, 2010 definitive agreement to acquire Silicon Storage Technology, Inc. (Nasdaq: SSTI). Under the revised terms, SST shareholders would be entitled to receive $3.00 per share in cash compared to $2.85 per share prior to the amendment. This amendment was in response to an offer made by another party to SST’s Strategic Committee on February 19, 2010.
The $3.00 per share represents an approximate 42.8% premium to the amount that the holders of SST common stock would have received under the previously announced merger agreement between SST and Technology Resources Holdings, Inc., and an approximate 61.3% premium to the closing price per share of SST’s stock on November 12, 2009, the last day of trading prior to the announcement of the execution of the definitive merger agreement with Technology Resources Holdings, Inc. The acquisition has been unanimously approved by the Boards of Directors of each company and is expected to close in the second quarter of calendar 2010, subject to approval by SST’s stockholders and other customary closing conditions. “We continue to be excited about this transaction and believe that it remains attractive for both parties for all of the financial and technological reasons that we earlier stated,” said Steve Sanghi, President and CEO. “We’re also pleased to add SST’s talented employees to our team,” continued Mr. Sanghi. Cautionary Statement: The statements in this release relating to the expected closing date and the transaction remaining attractive are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties that could cause actual results to differ materially, including, but not limited to: the satisfaction of the conditions to closing in the SST acquisition agreement, any termination of the SST acquisition agreement, changes in demand or market acceptance of SST’s products and technology and the products and technology needs of its customers, changes in demand or market acceptance of our products and the products of our customers; competitive developments including changes in microcontroller technologies; the costs and outcome of any current or future tax audit or any litigation involving our or SST’s intellectual property, customers or other issues; disruptions due to natural disasters, terrorist activity, armed conflict, war, worldwide oil prices and supply, public health concerns or disruptions in the transportation system; and general economic, industry or political conditions in the United States or internationally. For a detailed discussion of these and other risk factors, please refer to the filings of Microchip on Forms 10-K and 10-Q. You can obtain copies of Microchip’s Forms 10-K and 10-Q and other relevant documents for free at Microchip’s Web site ( www.microchip.com) or the SEC's Web site ( www.sec.gov) or from commercial document retrieval services. Stockholders are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date such statements are made. Microchip undertakes no obligation to publicly update any forward-looking statements to reflect events, circumstances or new information after this February 23, 2010 press release, or to reflect the occurrence of unanticipated events.TheStreet Premium Services
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