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Atmel acquired by Microchip Technology for $3.56 billion

April 2016

Client(s) Atmel Corporation

Jones Day advised Atmel Corporation (NASDAQ: ATML) on its sale to Microchip Technology Incorporated (NASDAQ: MCHP) in a cash (85 percent) and stock (15 percent) transaction valued at approximately $3.56 billion. The acquisition creates a global leader in microcontroller, analog, touch, connectivity, and memory solutions.

In September 2015, Atmel entered into a definitive agreement to be acquired by Dialog Semiconductor plc (XTRA: DLG) for a combination of cash (44 percent) and stock (56 percent) valued at $4.6 billion. Following its public announcement, the value of the Dialog transaction decreased significantly as a result of precipitous declines in the trading price of Dialog's shares. Atmel received an unsolicited acquisition proposal from Microchip. In accordance with the terms of the Dialog merger agreement, Atmel terminated the merger agreement with Dialog to proceed with the Microchip transaction, and concurrently paid a termination fee to Dialog.

In addition to M&A representation, Jones Day provided tax, antitrust, employee benefits, intellectual property, and regulatory advice regarding this transaction.

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