Tuesday, March 24, 2009

Micrel 8K - Standstill Agreement with raider Obrem Capital

On March 19, 2009, the Company entered into a Standstill Agreement with Obrem Capital Offshore Master, LP and Obrem Capital (QP), LP (collectively, the “Obrem Entities”), dated as of March 19, 2009 (the “ Standstill Agreement”). The Obrem Entities are a significant holder of the Company’s Common Stock.
The Standstill Agreement restricts the Obrem Entities from taking certain actions, including, without limitation, financing or participating in any proxy solicitation in connection with any matter, participating in a partnership, limited partnership, syndicate or other group or voting arrangement (with certain limited exceptions), calling a special shareholders’ meeting or introducing a shareholder proposal at a shareholders’ meeting for any purpose, conducting or participating in any type of referendum concerning the Company, its management, Board or business, acquiring beneficial ownership of any additional shares of the Company’s Common Stock (or derivative or other rights in respect of shares of Common Stock), selling or disposing of Common Stock in excess of 300,000 shares (or derivative or other rights in respect thereof) except in limited circumstances, and engaging in certain other actions. The shares of the Common Stock held by the Obrem Entities must be voted, with respect to the election or removal of directors of the Company, in favor of those nominees approved by the Board and against any other nominees and against any proposal to remove the directors of the Company.
The Standstill Agreement is contingent on the Company’s continuing efforts at improving operating margin consistent with economic conditions, repurchase of shares and paying a dividend as cash allows, staffing its board of directors with qualified board members and having a board of six members with five independent directors. While the Standstill Agreement is conditioned upon the Company making efforts, the Company is not obligated to take any of these actions.
The Standstill Agreement terminates upon the earliest to occur of (i) March 24, 2010, (ii) the date on which the Obrem Entities and their affiliates beneficially own less than 5% of the Company’s then-outstanding Common Stock, (iii) the material and uncured breach of any material provision of the Standstill Agreement by the Company, (iv) the acquisition of a majority of the outstanding shares of Common Stock by a person or group that is not affiliated with the Obrem Entities, (v) the entry by the Company into any merger, acquisition transaction or other business combination involving all or substantially all of the Company’s assets or properties or (vi) certain bankruptcy proceedings, a general assignment for the benefit of creditors, or the application for the appointment of, or the appointment of a trustee or other custodian for the Company or all or substantially all of the Company’s property under any state or federal bankruptcy or insolvency law.