SAN JOSE, Calif., Nov. 18, 2015 - Atmel®  Corporation, a leader in microcontroller and touch solutions, today announced that it has determined to request the delisting of its shares of common stock (the "Atmel Shares") from Euronext Paris (ISIN: US0495131049) in connection with its proposed merger transaction with Dialog Semiconductor Plc ("Dialog"). This delisting will not affect the trading of Atmel Shares on The Nasdaq Stock Market. This request has been approved by the Board of Directors of Euronext Paris.

On September 20, 2015 the Company announced that it had entered into a merger agreement with Dialog, a corporation listed on the Frankfurt Stock Exchange (ISIN GB0059822006), under which Dialog will acquire the Company (the "Transaction"), subject to customary closing conditions. The Transaction is expected to close in the first quarter of 2016. Under the terms of the Transaction, the Company's stockholders will receive $4.65 in cash and 0.112 of a Dialog American Depositary Share ("Dialog ADS") for each Atmel Share held at close of the Transaction (the "Merger Consideration"). The Dialog ADSs will be listed on NASDAQ prior to closing.

The delisting of the Shares from Euronext Paris will occur whether or not the Transaction is consummated. Information on Dialog may be found in the Investor Relations section of Dialog's website at  www.dialog- semiconductor.com or on the National Storage Mechanism at www.Hemscott.com/nsm.do.:
http://www.Hemscott.com/nsm.do.

Delisting Procedures for Atmel Shares Held Through Euroclear:

In connection with the delisting, the Company has engaged Société Générale to manage a voluntary sales facility procedure to enable stockholders holding Atmel Shares through the Euroclear France clearing system to more easily sell their Atmel Shares prior to the closing of the Transaction. Stockholders wishing to sell Atmel Shares held through Euroclear should request that their financial intermediary deliver those Atmel Shares to Société Générale during the period from November 20, 2015 to December 3, 2015 inclusive. The Atmel Shares delivered to Société Générale, acting as centralizing agent, through this process will then be sold by Société Générale, for those stockholders that have delivered Atmel Shares, beginning December 10, 2015 on NASDAQ at market prices prevailing on the date of sale. Société Générale expects to calculate the average sale price for Atmel Shares delivered to it and then transfer the sale proceeds to the selling stockholders. Brokerage costs, centralization charges and share-transfer costs in connection with the sale of the Atmel Shares on NASDAQ executed by Société Générale will be assumed by the Company. If a stockholder determines not to participate in this process, the stockholder will retain its Atmel Shares and will be able to trade those Atmel Shares on NASDAQ, subject to the terms applied by any financial intermediaries. Upon the closing of the Transaction, outstanding Atmel Shares will be converted into the Merger Consideration as described above, and the Dialog ADSs received as Merger Consideration will be listed, and trade, solely on NASDAQ. This sales facility procedure is also described in a Euronext notice to be released today.

Neither the Company nor Société Générale guarantees any price levels that may be obtained through this process. The Company does not guarantee best execution for trades effected through this process.  This process is being provided solely as an accommodation to holders of Atmel Shares that hold Atmel Shares through Euroclear France. There is no obligation to participate in this process and no obligation to sell all or any portion of a stockholder's Atmel Shares. Individual investors may determine not to participate in this process and to retain all of their Atmel Shares. Individual investors are urged to consult their own investment advisors before making a decision to participate in this process.

The Company expects the sales facility process, and related delisting of Shares, to occur as follows (although the Company reserves the right to make changes to this schedule):

Sales Facility
  • Publication of the Euronext notice
  • Publication of the Company's press release
November 18, 2015
  • Commencement of the sales facility procedure
November 20, 2015
  • Closing of the sales facility procedure
December 3, 2015
  • Deadline for intermediaries to transfer Atmel Shares to Société Générale
December 8, 2015
  • Results of the centralization of orders reported by financial institutions to Société Générale
December 9, 2015
  • Sale of Atmel Shares on NASDAQ
From December 10, 2015
  • Publication of notice by Euronext announcing the selling price
Upon sale of Atmel Shares

Stockholders participating in the sales facility procedure agree to assume the risks associated with changes in stock price and exchange rates that may occur after Atmel Shares have been delivered to Société Générale. No Atmel Shares may be removed from the sales facility on or after December 3, 2015. All shares of Atmel Shares under the sales facility will be irrevocable, irrespective of the price obtained at the time of sale.

Atmel Shares will be delisted from Euronext Paris on December 21, 2015. From and after December 21, 2015, stockholders that have determined not to sell their Atmel Shares through the sales facility will be able to trade those Atmel Shares on NASDAQ, subject to the terms applied by any financial intermediaries. Upon the closing of the Transaction, holders of Atmel Shares will receive the Merger Consideration.

Atmel Shares will be removed from the operations of Euroclear France as of the close of trading on December 24, 2015.

Stockholders may separately request additional information from their custodian and financial intermediaries, who have received details of the delisting. No other persons may provide information related to this sales facility procedure.

About Atmel

Atmel is a worldwide leader in the design and manufacture of microcontrollers, capacitive touch solutions, advanced logic, mixed-signal, nonvolatile memory and radio frequency (RF) components. Leveraging one of the industry's broadest intellectual property (IP) technology portfolios, Atmel is able to provide the electronics industry with intelligent and connected solutions focused on the industrial, automotive, consumer, communications, and computing markets.

©2015 Atmel Corporation. Atmel®, Atmel logo and combinations thereof, and others are registered trademarks or trademarks of Atmel Corporation or its subsidiaries. Other terms and product names may be trademarks of others.

Investor Contact:
Peter Schuman
Senior Director, Investor Relations
(408) 437-2026

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Press release (PDF):
http://hugin.info/143429/R/1967763/718938.pdf



This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: ATMEL CORPORATION via Globenewswire

HUG#1967763