Slide 1: Proposed Acquisition of Atmel Corporation
PROPOSED ACQUISITION OF ATMEL CORPORATION October 2008
Slide 2: Safe Harbor Cautionary Statement
2 Safe Harbor Cautionary Statement: Statements in these materials, including those regarding Microchip Technology Incorporated’s (“Microchip”) and ON Semiconductor Corporation’s (“ON Semiconductor”) joint proposal to acquire Atmel Corporation (“Atmel”) and the expected impact of the proposed acquisi
Slide 3: Transaction Summary
3 Transaction Summary Microchip and ON Semiconductor have submitted a joint proposal to acquire Atmel Microchip to acquire the Microcontroller ($513M LTM revenue) and ASIC ($496M LTM revenue) businesses ON Semiconductor to acquire the NVM ($385M LTM revenue), RF and Auto ($282M LTM revenue) business
Slide 4: Microchip Transaction Rationale
4 Microchip Transaction Rationale Combines complementary businesses Broadens market presence Drives efficiencies through scale Atmel has strong momentum in proprietary AVR architecture Broad product line with 8- and 32-bit solutions Broad base of technology building blocks - memory, connectivity, to
Slide 5: Atmel's MCU Business
5 Atmel’s MCU Business AVR 8-bit AVR 32-bit ARM-based 8051 8-bit Over 100 AVR products Proprietary architecture High performance, low power, high code density, flash program memory & highly integrated Based on standard 32-bit ARM7 and ARM 9 architectures Valuable 200+ MIPS 32-bit flash MCU technolog
Slide 6: MCU Product Line Synergy
6 MCU Product Line Synergy 8-bit PIC10, PIC12 PIC16, PIC18 Significant Growth Opportunity Microchip Strength Fastest growth 16-bit Atmel Strength Growth Opportunity Best In Class Solutions Growth Opportunity 16-bit PIC24 dsPIC 32-bit PIC32 mTouch™ Technology 8-bit AVR 8051 16-bit 32-bit AVR32 ARM7,
Slide 7: ON Semiconductor Transaction Rationale
7 Highly complementary Increases SAM / BOM New opportunities in RFID & GPS ON Semiconductor Transaction Rationale Creates Automotive and EEPROM leader Further extends analog transformation Adds complementary products with limited incremental operating expenses Drives scale & cash flow: >$2.7B revenu
Slide 8: All Cash Premium Proposal vs. the Status Quo of Atmel's Incomplete Turnaround Plan
8 All Cash Premium Proposal vs. the Status Quo of Atmel’s Incomplete Turnaround Plan Atmel has struggled to execute on its transformation plan Atmel’s strategy continues to include its underperforming ASIC and Auto businesses, which do not have the scale to successfully compete in the marketplace Th
Slide 9: Next Steps to Transaction Completion
9 Next Steps to Transaction Completion Microchip and ON Semiconductor are committed to moving forward on an expedited basis to complete the transaction Microchip and ON Semiconductor are prepared to begin confirmatory due diligence immediately Commence regulatory process Atmel, Microchip and ON Semi