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Wed, Jan. 13, 9:19 AM
- Microchip (NASDAQ:MCHP) has "delivered a binding acquisition agreement" to Atmel (NASDAQ:ATML) that calls for acquiring Atmel for $7/share in cash + $1.15/share in Microchip stock. Altogether, Microchip would issue 13M shares. (Press Release)
- Atmel has notified Dialog Semi (OTC:DLGNF), with whom it agreed to a cash/stock deal in September, it intends to terminate its merger agreement with the company. However, Atmel's board "will consider in good faith any changes to the Dialog merger agreement or other arrangements that Dialog may offer in writing and would be legally binding upon Dialog by 5:00 PM California time on Tuesday, January 19, 2016." Atmel will pay a $137.3M termination fee if the Dialog deal is terminated.
- ATML +4.7% premarket to $8.04.
- Prior Atmel M&A coverage
Thu, Jan. 7, 9:15 AM
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Wed, Jan. 6, 6:10 PM
- Bloomberg reports Microchip (NASDAQ:MCHP) is reconsidering its offer to acquire Atmel (NASDAQ:ATML). Atmel has fallen to $8.00 after hours as a result.
- Reuters reported on Monday Microchip, believed to be the unnamed suitor Atmel has reported receiving a $9/share offer from, planned to submit a binding offer for Atmel by early next week. However, it added Microchip's due diligence process had taken longer than expected due to concerns about weakening business trends facing Atmel.
- If Microchip backed out, the coast would be clear for Dialog Semi (OTC:DLGNF) to acquire Atmel via the cash/stock deal that was struck in September.
Dec. 15, 2015, 3:11 PM
- Reuters reports Microchip (MCHP +2.4%) is the undisclosed suitor Atmel (ATML -0.7%) reported last Friday it had received a buyout offer from. The suitor is offering Atmel shareholders $9/share in cash, with an option to receive up to $1B of their payout in stock.
- At the time, Atmel said the offer "would reasonably be expected" to yield a superior proposal to Atmel's cash/stock deal to be acquired by U.K. power management chipmaker Dialog Semi (OTC:DLGNF). Dialog's shares fell 1.1% in Frankfurt today (after initially seeing bigger losses) in response to a Q4 warning.
- Microchip's shares have added slightly to their Tuesday gains in response to the report, while Atmel's have slightly pared their Dialog-induced losses. Acquiring Atmel, a fellow microcontroller maker, would give Microchip greater scale as it squares off against NXP/Freescale (just merged), Texas Instruments, Reneaas, Infineon, and other rivals.
Dec. 11, 2015, 6:22 PM
- Atmel (NASDAQ:ATML) has received a buyout offer from an unnamed suitor. Shareholders would receive $9/share in cash, with an option to receive $1B of their payout in stock. For reference, Atmel would be worth $3.9B at $9/share.
- Atmel's board has concluded the offer "would reasonably be expected" to yield a superior proposal to Atmel's existing cash/stock deal to be acquired by Dialog Semi (OTC:DLGNF). Dialog's offer (involves $4.65/share in cash) was worth $10.42/share at the time the deal was announced in September, but Dialog's shares have fallen considerably since.
- The board plans to engage in talks with the unnamed suitor. Atmel has jumped to $9.20 after hours.
- Prior Atmel/Dialog coverage
Nov. 9, 2015, 6:20 PM
- Elliott, which has waged many successful activist campaigns involving tech companies, argues Dialog Semi's (OTC:DLGNF) planned cash/stock purchase of Atmel (NASDAQ:ATML) is too costly, and will yield little in cost savings. The firm controls 2.9% of Dialog's voting rights.
- Shareholder advisory firm ISS came out against the Atmel deal in late October. Dialog's shares have fallen sharply since the deal was announced in September, thanks partly to Dialog's weak Q3 report.
- Atmel has fallen to $7.30 after hours. Shares are now only $0.03 above where they traded prior to the deal announcement. Dialog shareholders vote on the deal on Nov. 19.
Oct. 30, 2015, 4:39 PM
- Bloomberg reports shareholder advisory firm ISS opposes Dialog Semi's (OTC:DLGNF) cash/stock deal to acquire Atmel (NASDAQ:ATML).
- The value of the stock portion of Dialog's planned payout to Atmel took a big hit earlier this week when Dialog plunged in response to a Q3 miss and weak Q4 guidance (Apple and various chip stocks also fell).
- Based on Dialog's Friday close in Frankfurt (occurred before the ISS news), the payout to Atmel shareholders is currently equal to $8.80/share - 21% above where Atmel last traded before the deal was announced, but 16% below the deal's $10.42/share value at the time of its announcement.
- Atmel fell 3.9% in regular trading, closing at $7.60.
- Earlier: Atmel falls on strong volume
Oct. 30, 2015, 2:19 PM
- After spending most of the day down modestly, Atmel (NASDAQ:ATML) has fallen sharply over the last 15 minutes on strong volume.
- No news has hit the wires yet. Atmel is 5 weeks removed from striking a cash/stock deal to be acquired by U.K. chipmaker Dialog Semi. Dialog posted a Q3 miss and issued soft guidance on Monday; Atmel delivered a revenue miss and soft guidance on Wednesday (several peers are in the same boat).
- Update (4:52PM ET): Shareholder advisory firm ISS has reportedly come out against the Dialog/Atmel deal.
Oct. 29, 2015, 12:29 PM
- Down on Monday following Dialog Semi's Q3 report and up yesterday in the wake of Apple's results/guidance, chip stocks are selling off again (SOXX -2.5%) after leading microcontroller vendor NXP (NXPI -18.2%) posted mixed Q3 results and (more importantly) guided for Q4 revenue to be down by a "low to upper-teens" % Q/Q. The Nasdaq is down 0.3%.
- Also: 1) NXP rival and fellow European chipmaker STMicroelectronics (STM -5.8%) slightly missed Q3 revenue estimates and has guided for Q4 revenue to be down 6% (+/- 3.5%) Q/Q. 2) Network processor vendor Cavium (CAVM -5%) issued light Q4 guidance, while blaming a distribution model change at its biggest data center customer. 3) Microcontroller maker Atmel (ATML -2.4%, set to be acquired by Dialog) missed Q3 revenue estimates and guided for Q4 revenue of $266M-$286M, below a $296.1M consensus.
- On the bright side, Apple-dependent Cirrus Logic (CRUS -5.7%) beat FQ2 EPS estimates (revenue was in-line) and provided solid FQ3 guidance, and fellow Apple/Samsung supplier InvenSense (INVN +14.3%) beat FQ2 estimates and issued in-line FQ3 guidance. Cirrus is nonetheless selling off; the earnings call (transcript) was generally upbeat, with management talking up FY16/FY17 growth opportunities related to smart codec and boosted amplifier sales.
- NXP merger partner Freescale (FSL -15.4%) is naturally seeing big losses. Other decliners include RF chipmakers Skyworks (SWKS -3.1%), Avago (AVGO -6%), and Qorvo (QRVO -2.6%), analog/mixed-signal chipmakers Texas Instruments (TXN -3%), ON Semi (ON -5.9%), MagnaChip (MX -6.8%), Fairchild (FCS -4.3%), Maxim (MXIM -3.1%), and IDT (IDTI -5.2%), and smart TV SoC vendor/STMicro rival Sigma Designs (SIGM -3.2%).
- Like NXP, Cirrus, and InvenSense, Skyworks, Avago, Qorvo, TI, and Fairchild are Apple suppliers. Fairchild and Maxim have recently benefited from M&A reports (I, II).
- Both NXP and STMicro reported seeing conditions deteriorate as Q3 progressed. NXP added lower-than-expected chip sell-through led to higher channel inventories, and STMicro stated "lower consumer spending in China is impacting the dynamics of the distribution channel in the region and the industry more globally, particularly in automotive." NXP has added 20M shares to its buyback in an attempt to soften the blow.
- Chip ETFs: SMH, XSD, PSI, SOXL, USD, SOXS, SSG
Oct. 26, 2015, 10:52 AM
- Apple suppliers Qualcomm (QCOM -2.9%), Cirrus Logic (CRUS -10.1%), Skyworks (SWKS -5.1%), Qorvo (QRVO -5%), Avago (AVGO -4.2%), Broadcom (BRCM -2.3%), NXP (NXPI -3.5%), InvenSense (INVN -2.1%), Synaptics (SYNA -4.4%), and Analog Devices (ADI -2.7%) are selling off after iPhone/iPad power management IC supplier Dialog Semi (down 18.8% in Frankfurt) reported 18% Y/Y Q3 revenue growth and guided for annual Q4 growth to be in a range of -1% to +6%. Both the Q3 sales and Q4 guidance missed consensus estimates.
- NXP merger partner Freescale (FSL -2.9%) is also lower. As is Atmel (ATML -8.1%), which is set to merge with Dialog in a cash/stock deal. Atmel was originally due to receive over half its payout in Dialog shares, whose value has fallen considerably since the deal was announced in mid-September.
- Broadcom, set to merge with Avago, reports after the bell. Apple reports tomorrow, and Cirrus, NXP, and InvenSense on Wednesday. With the help of improving demand and ongoing M&A, chip stocks had bounced strongly from their August/September lows in recent weeks.
Oct. 26, 2015, 9:15 AM
Sep. 28, 2015, 12:42 PM
- Following a Reuters report noting its interest in fellow microcontroller vendor Atmel (ATML -0.1%), Cypress Semi (CY -3.4%) admits it submitted a buyout offer to Atmel's board, but adds the offer has expired and that Cypress "has withdrawn its interest" in a deal.
- Atmel, which has agreed to cash/stock deal with Dialog Semi (OTC:DLGNF), has returned its morning gains, while Cypress (though off its lows) remains down strongly. The Nasdaq is down 2.3%.
Sep. 28, 2015, 7:51 AM
- Atmel (NASDAQ:ATML) +6.6% premarket following a Reuters report that Cypress Semiconductor (NASDAQ:CY) is working on an offer to acquire the company that agreed earlier this month to sell itself to Dialog Semiconductor (OTC:DLGNF).
- CY has told ATML it believes its offer will be superior to Dialog's cash-and-stock deal, which was worth $4.6B when it was announced on Sept. 20, according to the report.
- A merger with ATML would be transformational for CY, which has a market capitalization of just $2.9B.
Sep. 21, 2015, 1:10 PM
- Dialog Semi (OTC:DLGNF) closed down 18.9% in Frankfurt after announcing a cash/stock deal to buy Atmel (NASDAQ:ATML). With today's selloff having cut the value of the stock component of the deal by nearly $1, Atmel is trading at $8.14, 22% below the deal's original estimated value of $10.42.
- With Dialog currently sporting a $3.2B market cap, the deal is more of a merger than an acquisition. Dialog, which supplies power management chips for the iPhone, iPad, and Apple Watch, argues Atmel will "complement its leadership position in Power Management ICs with a leading portfolio of proprietary and ARM-based Microcontrollers in addition to high performance ICs for Connectivity, Touch and Security," as well as provide new sales channels. (PR)
- Four firms have downgraded Atmel to neutral ratings. SA author Chris DeMuth Jr. thinks Texas Instruments, Analog Devices, or China Electronics (OTCPK:CEHD - previously rumored) could launch a rival bid, particularly given Dialog's selloff.
Sep. 21, 2015, 12:41 PM
Sep. 21, 2015, 9:19 AM
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