Microchip Technology to Acquire Atmel for $3.56 Billion

On January 19, 2016, Microchip Technology, a leading provider of microcontroller, mixed signal, analog, and Flash-IP solutions, announced that it had signed a definitive agreement to acquire Atmel, a global leader in microcontroller and touch technology solutions, for $8.15 per share in a combination of cash and Microchip common stock. The acquisition price represents a total equity value of about $3.56 billion, and a total enterprise value of about $3.40 billion, after excluding Atmel's cash and investments net of debt on its balance sheet of approximately $155 million on December 31, 2015. Wilson Sonsini Goodrich & Rosati is representing Microchip in the transaction.

Atmel had previously agreed to be acquired by Dialog Semiconductor plc in September 2015. The Microchip transaction was a result of an alternative proposal made by Microchip to the Atmel board of directors in December 2015. The Atmel board determined the Microchip proposal to be a superior proposal, and Atmel terminated its merger agreement with Dialog and paid a $137 million termination fee in order to accept the Microchip proposal. Wilson Sonsini Goodrich & Rosati is representing Microchip in the transaction.

The transaction has been approved by the companies' boards of directors and is expected to close in the second quarter of calendar year 2016, subject to approval by Atmel's stockholders, regulatory approvals, and other customary closing conditions.

The WSGR team representing Microchip in the transaction includes:

M&A:
Robert Ishii
Derek Liu
Jake Werrett

Corporate:
Robert Suffoletta
Kate McCabe

Technology Transactions:
Parag Gheewala
Jennifer McGrew

Tax:
Eileen Marshall
Myra Sutanto Shen

Employee Benefits & Compensation:
Madeleine Boshart
Brandon Gantus

For more information, click here to read Microchip's press release.