Slide 1: Atmel Acquisition
Atmel Acquisition January 19, 2016
Slide 2: Cautionary Statement
Cautionary Statement: Statements about the expected timing, financial impact and effects of the proposed transaction, and other statements in this presentation that are not historical facts, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litiga
Slide 3: Atmel Overview
Atmel Overview Synergistic Embedded Control franchise with attractive broad-based product portfolio spanning Microcontroller, Wireless, Touch, Automotive, Security and Memory solutions Diversified global customer base with over 80% of revenue from Asia and Europe Diversified channels with ~60%
Slide 4: Strategically and Financially Compelling Transaction
Strategically and Financially Compelling Transaction Creates a Microcontroller powerhouse with #3 market share position worldwide Creates a market leader in IoT by adding to Microchip’s strong IoT solutions more products in wireless including WiFi, Bluetooth, BLE and other RF protocols Expands
Slide 5: Highly Profitable Financial Model
Highly Profitable Financial Model * Microchip Atmel Microchip + Long Term Atmel Model Revenue ($M) $2,208 $1,046 $3,254 Gross Margin (%) 57.9% 47.5% 54.6% 59% R&D (%) 16.2% 19.5% 17.3% 14.5% SG&A (%) 12.3% 18.4% 14.3% 11.5% Op Income ($M) $649 $100 $750 Op Income (%) 29.4% 9.6% 23.0% 33% * In millio
Slide 6: Synergy and Accretion Expectations
Synergy and Accretion Expectations Transaction is expected to be immediately accretive to our non GAAP earnings per share Microchip expects to buyback all the shares issued in the transaction subject to market conditions Short term: Targeting 23% growth in non-GAAP EPS from FY16 to FY17 with a
Slide 7: Transaction Summary And Financing
Transaction Summary And Financing Transaction value of $3.56B representing $8.15/share $3.4B net of Atmel’s cash, investments and debt at 12/31/2015 Atmel stockholders will receive $7.00/share in cash and $1.15/share in Microchip stock Transaction is being funded through a combination of:
Slide 8: Microchip Vision and Growth Strategy
Microchip Vision and Growth Strategy Our Vision Be The Very Best Embedded Control Solutions Company Ever Our Strategy • Enable the growing market for Smart, Connected and Secure solutions for Automotive, Industrial, Office Automation, Consumer and Telecom markets • Be a powerhouse solutions provider
Slide 9: Summary
Summary Atmel acquisition is a strong strategic fit aligned with our vision and strategy Adds operational and customer scale in a consolidating industry Creates significant stockholder value from strong non GAAP EPS accretion Atmel acquisition is the next step in Microchip’s track record of
Slide 10: Thank You!
Thank You! www.microchip.com