sc14a.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement o Definitive Additional Materials þ Soliciting Material Pursuant to §240.14a-12
ATMEL CORPORATION
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ No fee required.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)		Title of each class of securities to which transaction applies:

(2)		Aggregate number of securities to which transaction applies:

(3)		Per unit or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the
		amount on which the filing fee is calculated and state how it was determined):

(4)		Proposed maximum aggregate value of transaction:

(5)		Total fee paid:

o Fee paid previously with preliminary materials.

o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)		Amount Previously Paid:

(2)		Form, Schedule or Registration Statement No.:

(3)		Filing Party:

(4)		Date Filed:

The following press release was issued by Atmel Corporation on November 18, 2008.

SAN JOSE, CA, November 18, 2008 - Atmel® Corporation (NASDAQ: ATML) today issued the following statement in response to the announcement that Microchip Technology Inc. (NASDAQ: MCHP) and ON Semiconductor Corporation (NASDAQ: ONNN) have withdrawn their joint proposal to acquire Atmel:

Atmel’s Board and management remain focused on executing the Company’s transformation plan to ensure that Atmel’s stockholders fully realize the value inherent in the Company. We are making significant progress, as evidenced by Atmel’s outstanding third quarter results, which included market share gains and the highest gross margins in seven years. The decision by Microchip and ON to withdraw their unsolicited, unfinanced proposal underscores our Board’s determination that the proposal was highly conditional and subject to significant execution risk.

As previously announced on October 29, 2008, after a comprehensive review, and with advice from outside financial and legal advisors, Atmel’s Board unanimously determined that the October 1, 2008, unsolicited proposal from Microchip and ON was inadequate in multiple respects, including value, conditionality and complexity, and was not in the best interests of Atmel’s stockholders.

Morgan Stanley and Credit Suisse are serving as financial advisors, and Wachtell, Lipton Rosen & Katz is serving as legal counsel to Atmel.

Atmel is a worldwide leader in the design and manufacture of microcontrollers, advanced logic, mixed-signal, non-volatile memory and radio frequency (RF) components. Leveraging one of the industry’s broadest intellectual property (IP) technology portfolios, Atmel provides the electronics industry with complete system solutions focused on consumer, industrial, security, communications, computing and automotive markets.

Microchip Technology Incorporated (“Microchip”) has announced that it may propose an alternate slate of directors for election at Atmel's 2009 annual meeting of stockholders. Atmel will file a proxy statement and other relevant documents concerning its annual meeting with the Securities and Exchange Commission. Its stockholders are urged to read the definitive proxy statement when it becomes available, because it will contain important information. Stockholders may obtain, free of charge, a copy of the definitive proxy statement (when it is available) and other documents filed by Atmel with the Securities and Exchange Commission at the Securities and Exchange Commission’s website, www.sec.gov. In addition, documents filed with the Securities and Exchange Commission by Atmel will be available free of charge from Atmel. Atmel and its directors and executive officers and certain other of its employees may be soliciting proxies from stockholders of Atmel against any Microchip proposal made at the annual meeting.

Information concerning the participants in the proxy solicitation will be set forth in the proxy statement when it is filed with the Securities and Exchange Commission. Information regarding Atmel’s directors and executive officers is available in Atmel’s SEC filings (including Atmel’s Annual Report on Form 10-K for the year ended December 31, 2007 and its Proxy Statement for its 2008 annual meeting of stockholders).

Information in this release regarding Atmel’s forecasts, outlook, expectations and beliefs are forward-looking statements that involve risks and uncertainties. These statements include statements about new product introductions, markets for our products and market share gains, restructuring initiatives, manufacturing optimization, cost savings, strategies and future operating and financial performance. All forward-looking statements included in this release are based upon information available to Atmel as of the date of this release, which may change, and we assume no obligation to update any such forward-looking statements. These statements are not guarantees of future performance and actual results could differ materially from our current expectations. Factors that could cause or contribute to such differences include general economic conditions, the impact of competitive products and pricing, timely design acceptance by our customers, timely introduction of new products and technologies, ability to ramp new products into volume production, industry wide shifts in supply and demand for semiconductor products, industry and/or Company overcapacity, effective and cost efficient utilization of manufacturing capacity, financial stability in foreign markets and the impact of foreign exchange rates, the inability to realize the anticipated benefits of our recent strategic transactions, restructuring plans and other initiatives in a timely manner or at all, unanticipated costs and expenses or the inability to identify expenses which can be eliminated, the market price of our common stock, unfavorable results of legal proceedings, impact of any future proposal by Micro-chip to acquire Atmel, and the Company's response thereto, and other risks detailed from time to time in Atmel's SEC reports and filings, including our Form 10-K for the year ended December 31, 2007, filed on February 29, 2008, and our subsequent Form 10-Q reports.

Investor Contact: Robert Pursel Director of Investor Relations 408-487-2677	Media Contact: Barrett Golden / Sharon Stern Joele Frank, Wilkinson Brimmer Katcher 212-355-4449