Microchip Technology Incorporated (NASDAQ:MCHP), a leading provider of microcontrollers and analog semiconductors, announced that it has signed a definitive agreement to acquire Silicon Storage Technology, Inc. (Nasdaq:SSTI) for $2.85 per share in cash. The $2.85 per share represents an approximate 35.7% 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 53.2% 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. As separately announced by SST, SST has terminated its previously announced merger agreement prior to entering into the definitive agreement with Microchip.
The acquisition has been 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.
“SST’s Superflash® technology and extensive patent portfolio are critical building blocks for advanced microcontrollers,” said Steve Sanghi, President and CEO. “This acquisition enables Microchip to gain earlier access to SST’s advanced technologies, as well as the ability to customize technology variants that can give us an advantage over competing technologies.”
“We believe this is an attractive transaction for SST’s stockholders, as it presents a significant premium to the prior transaction and requires no external financing,” continued Mr. Sanghi. “We look forward to completing this transaction early in the second calendar quarter of 2010.”
Conference Call Information
Microchip hosted a conference call today, February 3, 2010 at 10:00 a.m. (Eastern Time) to discuss this release and its financial results for the third fiscal quarter ended December 31, 2009. This call was simulcasted over the Internet. The webcast will be available for replay until February 10, 2010. A telephonic replay of the conference call will be available at approximately 1:00 p.m. (Eastern Time) on February 3, 2010 and will remain available until 5:00 p.m. (Eastern Time) on February 10, 2010. Interested parties may listen to the replay by dialing 719-457-0820 and entering access code 2375453.
Microchip Technology Incorporated is a leading provider of microcontroller and analog semiconductors, providing low-risk product development, lower total system cost and faster time to market for thousands of diverse customer applications worldwide. Headquartered in Chandler, Arizona, Microchip offers outstanding technical support along with dependable delivery and quality.
About Silicon Storage Technology, Inc.
Headquartered in Sunnyvale, California, SST designs, manufactures and markets a diversified range of memory and non-memory products for high volume applications in the digital consumer, networking, wireless communications and Internet computing markets. Leveraging its proprietary, patented SuperFlash technology, SST is a leading provider of nonvolatile memory solutions with product families that include various densities of high functionality flash memory components and flash mass storage products. The company also offers its SuperFlash technology for embedded applications through its broad network of world-class manufacturing partners and technology licensees, including TSMC, which offers it under its trademark EMBFLASH. SST’s non-memory products include NAND controller-based products, smart card ICs and modules, flash microcontrollers and radio frequency ICs and modules.
The Microchip logo and name are registered trademarks of Microchip Technology Incorporated in the U.S.A. and other countries. The SST logo and SuperFlash are registered trademarks of Silicon Storage Technology, Inc. EMBFLASH is a service mark and/or trademark of TSMC.