Microchip to acquire SMSC

CHANDLER, Ariz. & HAUPPAUGE, N.Y.--(BUSINESS WIRE)--Microchip Technology Incorporated (NASDAQ: MCHP), a leading provider of microcontroller, analog and Flash-IP solutions, and Standard Microsystems Corporation (NASDAQ: SMSC) today announced that Microchip has signed a definitive agreement to acquire Standard Microsystems Corporation (“SMSC”) for $37.00 per share in cash, which represents a total equity value of about $939 million, and a total enterprise value of about $766 million, after excluding SMSC’s cash and investments on its balance sheet of approximately $173 million. The acquisition has been approved by the Boards of Directors of each company and is expected to close in the third quarter of calendar 2012, subject to approval by SMSC stockholders, regulatory approvals and other customary closing conditions.

“We believe SMSC’s smart mixed-signal connectivity solutions aimed at embedded applications are an ideal complement to Microchip’s embedded control business,” said Steve Sanghi, Microchip’s President and CEO. “This acquisition will expand Microchip’s range of solutions as SMSC contributes exciting new products and capabilities in the automotive, industrial, computing, consumer and wireless audio markets, significantly extending our served available market.”

“We are excited by the strategic possibilities presented by this acquisition,” continued Mr. Sanghi. “SMSC in its most recent fiscal year ending February 29, 2012 reported net sales of $412 million, non-GAAP gross margin of 54.4% of sales, and non-GAAP operating profit of 12% of sales. We expect this acquisition will be accretive to Microchip’s non-GAAP earnings in the first full quarter after completion of the acquisition. We look forward to completing this transaction in the third calendar quarter of 2012.”

“This transaction represents a compelling opportunity for SMSC employees, customers and
stockholders by combining the leading market position and world class operational excellence
of Microchip Technology with the world class smart mixed-signal connectivity solutions from SMSC,” said Christine King, President and CEO of SMSC. “We are pleased to become part of Microchip Technology, a premier company in the semiconductor industry.”

About SMSC

SMSC (NASDAQ: SMSC) is a leading developer of Smart Mixed-Signal ConnectivityTM solutions. SMSC employs a unique systems level approach that incorporates a broad set of technologies and intellectual property to deliver differentiating products to its customers. The company is focused on delivering connectivity solutions that enable the proliferation of data in automobiles, consumer devices, PCs and other applications. SMSC’s feature-rich products drive a number of industry standards and include USB, MOST® automotive networking, Kleer® and JukeBlox® wireless audio, embedded system control and analog solutions, including thermal management and RightTouch® capacitive sensing. SMSC is headquartered in New York and has offices and research facilities in North America, Asia, Europe and India. Additional information is available at www.smsc.com.

About Microchip Technology

Microchip Technology Inc. (NASDAQ: MCHP) is a leading provider of microcontroller, analog and Flash-IP solutions, 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. For more information, visit the Microchip website at http://www.microchip.com.

Microchip Technology Announces Acquisition of Silicon Storage Technology, Inc.

CHANDLER, Arizona--(BUSINESS WIRE)--Microchip Technology Incorporated (NASDAQ:MCHP), a leading provider of microcontrollers and analog semiconductors, announced today 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 today 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.”

Microchip Technology Acquires ZeroG Wireless

CHANDLER, Ariz., Jan. 11, 2010 [NASDAQ: MCHP] — Microchip Technology Inc., a leading provider of microcontroller and analog semiconductors, today announced it has acquired ZeroG Wireless, Inc., an innovator in low-power embedded Wi-Fi® solutions based in Sunnyvale, Calif. ZeroG is a privately held fabless semiconductor developer of Wi-Fi-certified transceivers and FCC-certified modules, which further strengthen Microchip’s wireless offerings by enabling embedded designers to easily connect to this ubiquitous networking protocol with any 8-, 16- or 32-bit PIC® microcontroller. The terms of the deal are confidential.

“There is a growing need for Wi-Fi solutions in embedded applications, and ZeroG’s Wi-Fi solutions are tailor made for the embedded market,” said Steve Caldwell, director of Microchip’s RF Products Division. “This acquisition makes it easy for Microchip’s microcontroller customers to purchase certified Wi-Fi modules and proven software, to enable their embedded applications with Wi-Fi capability.”

About ZeroG Wireless, Inc.

ZeroG Wireless is a fabless semiconductor company focused on creating a world of connected devices, the “Internet of Things.” With ZeroG low-power Wi-Fi chips, there is no limit to the type of device that can now leverage the massive and rapidly growing Wi-Fi infrastructure. The Company’s products are designed from the ground up to enable simple, low-cost connectivity for nearly any system, regardless of architecture. The result: faster time to market and significantly lower overall system cost. ZeroG was previously privately held and is located in Sunnyvale, Calif.

About Microchip Technology

Microchip Technology Inc. (NASDAQ: MCHP) 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.

Microchip unwinding Supertex postion down to 7.4%

From today's Supertex 13D filing: During the last sixty (60) days, Microchip did not purchase any shares of Common Stock in the open market or pursuant to the exercise of put options previously written and sold by Microchip. During the last sixty (60) days, Microchip sold the following shares of Common Stock in the open market: 233,951 shares........On August 13, 2009, Microchip purchased put options in open market transactions that had the same terms as the put options previously sold by Microchip. As a result, Microchip no longer holds any options for the Company's Common Stock. Specifically, Microchip purchased for $40,500 put options on 30,000 shares of Common Stock at an exercise price of $22.50 per share with an expiration date of January 20, 2010 and Microchip purchased for $775,250 put options on 350,000 shares of Common Stock at an exercise price of $25.00 per share with an expiration date of January 20, 2010.

Previous posts:
Update: Microchip now owns 9.2% of Supertex
Microchip acquires 6.1% of Supertex in last 60 days

Microchip 10K

Fiscal 2009 revenue by reporting segment:

• Microcontrollers $731.6M down 12.2%
• Memory products $89.3M down 25.7%
• Analog and interface products $82.3M down 0.3%
  

Wafer fabrication: " Fab 2 (Tempe, AZ) currently produces 8-inch wafers and supports manufacturing processes from 0.35 to 5.0 microns. During fiscal 2008 and the first half of fiscal 2009, Fab 2 operated at approximately 99% of its capacity. In response to lower demand in the second half of fiscal 2009, we reduced the production levels of Fab 2 to about 60% of capacity. We acquired Fab 4 (Gresham, OR ) in August 2002 and began production in October 2003. Fab 4 currently produces 8-inch wafers using predominantly 0.22 to 0.5 micron manufacturing processes and is capable of supporting technologies below 0.18 microns. Similar to Fab 2, Fab 4 was operating at about 100% of its active capacity during the first half of fiscal 2009. We reduced the production levels of Fab 4 in the second half of fiscal 2009 to about 60% of its active capacity. A significant amount of clean room capacity and equipment acquired with Fab 4 can be brought on line in the future to support incremental wafer fabrication capacity needs. We believe the combined capacity of Fab 2 and Fab 4 will provide sufficient capacity to allow us to respond to increases in future demand over the next several years with modest incremental capital expenditures."

Assembly and test: "We perform product assembly and testing at our facilities located near Bangkok, Thailand. As of March 31, 2009, approximately 77% of our assembly requirements were being performed in our Thailand facility. As of March 31, 2009, our Thailand facility was testing substantially all of our wafer production. We use third-party assembly and test contractors in several Asian countries for the balance of our assembly and test requirements. During fiscal 2009, we completed certain projects to increase capacity at our assembly and test operation in Thailand. Due to lower demand in the second half of fiscal 2009, we are currently operating at levels significantly below the total operating capacity of our Thailand facility."

Employees: As of March 31, 2009, we had 4,895 employees.

Microchip acquires R&E International

Chandler, Arizona – April 8th, 2009 – (NASDAQ: MCHP) – Microchip Technology Incorporated, a leading provider of microcontroller and analog semiconductors, today announced it has acquired R&E International, Inc. on March 31, 2009. R&E International is a privately-held developer of both standard and application-specific integrated circuits (ASICs) focusing on security and life-safety applications, based in Norristown, Pennsylvania. R&E International has supported the varied needs of end-market manufacturers worldwide since 1987 with custom and standard mixed-signal integrated circuit design and manufacturing.

The terms of the deal are confidential, and the deal is expected to be immediately accretive to Microchip’s non-GAAP earnings.

Update: Microchip now owns 9.2% of Supertex

"According to the Issuer’s Quarterly Report on Form 10-Q for the Quarter Ended December 27, 2008, filed with the Securities Exchange Commission on February 4, 2009, there were 12,869,095 shares of Common Stock issued and outstanding as of January 30, 2009. Based on such information and including the transactions described in Item 5(c) below, Microchip reports beneficial ownership of 1,187,400 shares of Common Stock, which represents 9.2% of the total number of issued and outstanding shares of Common Stock. Voting and dispositive power with respect to such shares of Common Stock is held solely by Microchip."