On Semiconductor Corporation · NASDAQ:ON
On Semiconductor — Merger or Acquisition (October 2008)
9 slides from On Semiconductor's merger presentation, Oct 3, 2008
Slide 1: Proposed Acquisition of Atmel Corporation
Exhibit 99.2 PROPOSED ACQUISITION OF ATMEL CORPORATION October 2008 1
Slide 2: Safe Harbor
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 acquisiti
Slide 3: Transaction Summary
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) businesses
Slide 4: Microchip Transaction Rationale
Microchip Transaction Rationale Atmel has strong momentum in proprietary AVR architecture Combines Broad product line with 8- and 32-bit solutions complementary businesses Broad base of technology building blocks - memory, connectivity, touch sense and security Enhances Microchip’s opportunities in
Slide 5: Atmel's MCU Business
Atmel’s MCU Business MCU Architectures: AVR 8-bit Over 100 AVR products LTM revenues: Proprietary architecture $513mm High performance, low power, high code density, flash program memory & highly integrated AVR 32-bit ARM/ 8051 AVR Based on standard 32-bit ARM7 and ARM 9 ARM-based architectures CY04
Slide 6: MCU Product Line Synergy
MCU Product Line Synergy 8-bit 8-bit Significant Growth PIC10, PIC12 AVR Opportunity PIC16, PIC18 8051 16-bit 16-bit PIC24 Microchip Strength Fastest growth 16-bit dsPIC 32-bit 32-bit Atmel Strength PIC32 AVR32 Growth Opportunity ARM7, ARM9 mTouch™ Technology QTouch® Technology Best In Class Solutio
Slide 7: ON Semiconductor Transaction Rationale
ON Semiconductor Transaction Rationale Creates Automotive and EEPROM leader Further extends analog transformation Investor Highlights Adds complementary products with limited incremental operating expenses Drives scale & cash flow: >$2.7B revenues & in-line operating model to LT target model Consoli
Slide 8: All Cash Premium Proposal vs. the Status Quo of Atmel's Incomplete Turnaround Plan
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 The
Slide 9: Next Steps to Transaction Completion
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 Semico
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