425 1 d162814d425.htm 425 425

Filed by Microchip Technology Incorporated

Pursuant to Rule 425 under the Securities Act of 1933

And deemed filed pursuant to Rule 14a-12

Under the Securities Exchange Act of 1934

Subject Company: Atmel Corporation

Commission File No. 000-19032

Filing Date: March 14, 2016

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Susquehanna

Technology, Media and Telecom Conference

Eric Bjornholt, Vice President and CFO

©March 2016


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Today’s Agenda

Microchip’s business characteristics

1.Consistent growth

2.Perennial market share gains

3.High margin business model

4.Shareholder friendly with consistently increasing

dividends and free cash flow

Microchip’s acquisition strategy has been a

success

Breaking out organic versus inorganic growth

Atmel acquisition

Opportunity for significant accretion as margins

expand towards updated business model

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Annual Net Sales Growth

2500

2400

2300 101 consecutive quarters of profitability!

2200

2100

2000MCUMemoryAnalogLicensingOther

1900

1800

1700

1600

1500

Million1400

1300

$1200

1100

1000

900

800

700

600

500

400

300

200

100

0

FY93 FY94 FY95 FY96 FY97FY98 FY99 FY00FY01 FY02 FY03FY04 FY05 FY06 FY07FY08 FY09 FY10 FY11 FY12 FY13 FY14 FY15FY16

RR

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Total MCU (8/16/32)

Market Share%

%

10

9 8 7 6 5 4 3 2 1 0

CY94

CY95

CY96

CY97

CY98

CY99

CY00

CY01

CY02

CY03

CY04

CY05

CY06

CY07

CY08

CY09

CY10

CY11

CY12

CY13

CY14

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AnalogYearlyRevenue (k$)

$700,000

$650,000

$600,000

$550,000

$500,000

$450,000

$400,000

$350,000

$300,000

$250,000

$200,000

$150,000

$100,000

$50,000

$0

FY02FY03FY04FY05FY06FY07FY08FY09FY10FY11FY12FY13FY14FY15RR

FY16

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Gross Margin % (Non-GAAP*)

Higher Utilization

Richer Product Mix

6461.5% Long-term

RecordGM goal

62(pre-Atmel)

6059% Long-term

58GM goal

(post-Atmel)

56SST

(%)54 Acquisition

52

50

48Fab 4 Production startBusiness

46WorldwideDownturn

44Financial

42Crisis

40

Q1FY02 Q2FY02 Q3FY02 Q4FY02 Q1FY03 Q2FY03 Q3FY03 Q4FY03 Q1FY04 Q2FY04 Q3FY04 Q4FY04 Q1FY05 Q2FY05 Q3FY05 Q4FY05 Q1FY06 Q2FY06 Q3FY06 Q4FY06 Q1FY07 Q2FY07 Q3FY07 Q4FY07 Q1FY08 Q2FY08 Q3FY08 Q4FY08 Q1FY09 Q2FY09 Q3FY09 Q4FY09 Q1FY10 Q2FY10 Q3FY10 Q4FY10 Q1FY11 Q2FY11 Q3FY11 Q4FY11 Q1FY12 Q2FY12 Q3FY12 Q4FY12 Q1FY12 Q2FY13 Q3FY13 Q4FY13 Q1FY14 Q2FY14 Q3FY14 Q4FY14 Q1FY15 Q2FY15 Q3FY15 Q4FY15 Q1FY16 Q2FY16

*Excludes share-based compensation and acquisition-related expenses. A reconciliation of our GAAP to non-GAAAP results is available at

www.microchip.com.

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> $4B Returned To

Shareholders

$80,000 $0.40

Total DividendDividend per Share

$70,000 $0.35

$60,000 $0.30

$50,000 $0.25

$40,000 $0.20

$30,000 $0.15

$20,000 $0.10

$10,000 $0.05

$0 $0.00

Q1FY07 Q2FY07 Q3FY07 Q4FY07 Q1FY08 Q2FY08 Q3FY08 Q4FY08 Q1FY09 Q2FY09 Q3FY09 Q4FY09 Q1FY10 Q2FY10 Q3FY10 Q4FY10 Q1FY11 Q2FY11 Q3FY11 **Q4FY11 Q1FY12 Q2FY12 Q3FY12 Q4FY12 Q1FY13 Q2FY13 Q3FY13 Q4FY13 Q1FY14 Q2FY14 Q3FY14 Q4FY14 Q1FY15 Q2FY15 Q3FY15 Q4FY15 Q1FY16 Q2FY16 Q3FY16

~$2.7B in dividends and ~$1.4B in share buy-backs!

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ExpandingMicrochipSolutions

Through Acquisitions

Bluetooth®&

Development ToolsEmbedded Wi-Fi®High-Voltage Analog &

Compiler Motor DriveMixed-Signal Products

Products

Hampshire

LSS

Low-Power

Touch Screen Embedde High-SpeedNon-volatileAnalog & mixed-signal,

Controllers Wi-Fi® ADCsMemory IPtiming, power

management

2008 2009 201020112012201320142015

Equalizer &

Coaxial

Transceiver

3D Gesture CaptureProducts

& Proximity Detect

Bluetooth®

Security & Life High-DensityLow Energy

Safety ASICs

Flash & IPAssembly &MOST®, USB &

Test CapacityEthernet Wireless

ExpansionAudio PC Controllers

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6 Yr CAGR Comparison

of Net Sales*

Microchip Technology (Total) 17.3%

Microchip Technology (Organic) 8.3%

Linear Technology 8.1%

Analog Devices 8.1%

Semiconductor Industry 6.8%

Silicon Labs 6.5%

Maxim 5.1%

Freescale 4.1%

Texas Instruments 3.7%

Atmel - 0.6%

* See Explanatory Notes Slide

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5 Yr CAGR Comparison

of Net Sales*

Microchip Technology (Total) 9.6%

Silicon Labs 5.5%

Analog Devices 3.4%

Semiconductor Industry 2.4%

Microchip Technology (Organic) 2.1%

Freescale 0.0%

Linear Technology -0.1%

Maxim -0.7%

Texas Instruments -1.4%

Atmel - 6.5%

* See Explanatory Notes Slide

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Explanatory Notes

Non GAAP Financial Measures:

We are using non-GAAP net sales and non-GAAP diluted earnings per share which exclude the items noted below, as applicable, to permit additional

analysis of our performance. Our non-GAAP adjustments, where applicable, include the effect of share-based compensation, expenses related to our

acquisition activities (including intangible asset amortization, inventory valuation costs, severance costs, and legal and other general and administrative

expenses associated with acquisitions), GAAP non recognition of revenue for inventory in the distribution channel at the acquisition dates for our

acquisitions, non-cash interest expense on our convertible debentures, the related income tax implications of these items and non-recurring tax events.

We believe that our disclosure of non-GAAP net sales provides investors with useful information regarding the actual end market demand for our products.

Management believes these non-GAAP measures are useful to investors because they enhance the understanding of our historical financial performance

and comparability between periods. Many of our investors have requested that we disclose this non-GAAP information because they believe it is useful in

understanding our performance as it excludes non-cash and other charges that many investors feel may obscure our underlying operating results.

Management uses these non-GAAP measures to manage and assess the profitability of our business. Specifically, we do not consider such items when

developing and monitoring our budgets and spending. Our determination of the above non-GAAP measures might not be the same as similarly titled

measures used by other companies, and it should not be construed as a substitute for amounts determined in accordance with GAAP. There are

limitations associated with using non-GAAP measures, including that they exclude financial information that some may consider important in evaluating

our performance. Management compensates for this by presenting information on both a GAAP and non-GAAP basis for investors and providing

reconciliations of the GAAP and non-GAAP results.

A reconciliation of Microchip’s GAAP to non-GAAP revenue and diluted earnings per share can be found on Microchip’s website at www.microchip.com

Explanation of Organic Net Sales, non-GAAP Earnings Per Share and Comparisons of Net Sales:

For purposes of separating Microchip’s organic revenue and earnings from revenue and earnings from acquisitions, Microchip takes the first full quarter of

revenue and earnings from an acquired company following the date of acquisition as its baseline revenue and earnings. Any increases or decreases in

revenue and earnings after the first full quarter are included as organic revenue and earnings.

Revenue for each of the companies listed is based on publicly available information from such companies for the periods ended December 31, 2015;

Semiconductor Industry revenue CAGR:

The information presented for the semiconductor industry CAGR is from www.semiconductor.org.

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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 Litigation Reform Act of 1995. These statements involve risks and uncertainties that could cause actual results to differ

materially from such forward looking statements. Such risks and uncertainties include the actual timing of the closing of the

acquisition, the satisfaction of the conditions to closing in the acquisition agreement, any termination of the acquisition agreement,

the effect of the acquisition on Microchip’s and Atmel’s existing relationships with customers, employees and vendors and on

Microchip’s and Atmel’s respective operating results and businesses; general economic, industry or political conditions in th e U.S.

or internationally; and the risks described from time to time in SEC reports including filings on Forms 10-K, 10-Q and 8-K. You can

obtain copies of applicable Forms 10-K, 10-Q and 8-K and other relevant documents for free at Microchip’s website

(www.microchip.com), at Atmel’s website (www.atmel.com) or the SEC’s website (www.sec.gov) or from commercial document

retrieval services. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the

date such statements are made. We do not undertake any obligation to publicly update any forward -looking statements to reflect

events, circumstances or new information after the date hereof.

Additional Information and Where to Find It

Microchip will file a Registration Statement on Form S-4 that will include a proxy statement of Atmel in connection with the

acquisition transaction. Investors and security holders are urged to read such document when it becomes available because it will

contain important information about the transaction. Investors and security holders may obtain free copies of such document

(when it becomes available) and other documents filed with the SEC at the SEC’s web site at www.sec.gov. Microchip, Atmel and

their directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Atmel

in connection with the acquisition transaction. Information regarding the special interests of these directors and executive officers

in the transaction will be included in the proxy statement/prospectus described above. Additional information regarding the

directors and executive officers of Microchip is also included in Microchip’s proxy statement for its 2015 Annual Meeting of

Stockholders, which was filed with the SEC on July 10, 2015. Additional information regarding the directors and executive officers

of Atmel is also included in Atmel’s proxy statement for its 2015 Annual Meeting of Stockholders, which was filed with the SE C on

April 3, 2015. These documents are available free of charge at the SEC’s web site at www.sec.gov and as described above.

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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% of revenue through

distribution

Tradition of technology leadership and innovation

CY2015 revenue of ~$1.17B as of 12/31/2015

47.5% non-GAAP gross margin; 12.0% non-GAAP operating margin

$155M cash and investments, net of debt, on the balance

sheet at 12/31/2015

Headquartered in San Jose, CA

Approximately 4700 employees worldwide

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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 Microchip’s portfolio of Automotive, Touch,

Memory and Security solutions

Drives further scale in manufacturing, customer reach

and sales channels

Adds a patent portfolio of over 2400 patents to

Microchip’s strong IP portfolio

Significant EPS accretion through growth and synergy

with over $200 million in synergies in fiscal year 2020

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Highly Profitable

Financial Model*

Microchip AtmelMicrochip +Long Term

AtmelModel

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 millions, except percentages. All figures are non-GAAP and are based on

preliminary results for the December 31, 2015 quarter contained in Microchip’s

press release dated January 19, 2016 and Atmel’s press release dated January 13,

2016. Revenue and operating income dollars are based on preliminary December

2015 quarter results which were annualized by multiplying the December quarter

numbers by four.

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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, but will not buy back shares immediately,

based on investor concerns on leverage

Short term: Targeting 20% growth in non-GAAP EPS from FY16 to FY17

with accretion from Micrel and Atmel.

Atmel adds ~25 cents in FY 2017 (Assuming May 2016 close and no stock buyback)

Long term: 3rd year after close (FY2019), we expect:

$170M in synergy from cost savings and revenue growth

Atmel to contribute ~90 cents/share of non GAAP EPS

Targeting consolidated Microchip non GAAP EPS of $4.25/share

Represents non GAAP EPS growth of over 17% per year for Microchip

over the next 3 years.

Full synergy of over $200M in the 4th year (FY 2020)

Extends Microchip’s record of organic as well as acquisition driven

revenue and non GAAP EPS growth

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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:

Approximately $2.175B of cash from our balance sheet

Approximately $786M cash from our existing line of credit

Approximately $485M in Microchip stock

The $114M difference in the funding amounts and the transaction value represents the

assumed value of employee equity awards

Blended cost of capital ~ 1.8% per annum

Pro forma Gross Debt/EBITDA leverage well below line of credit

covenants:

Senior leverage = 2.2 (covenant 3.0) before synergy

Total leverage = 4 (covenant 5.0) before synergy

Synergy and paying down debt with profits will decrease leverage further

Expect transaction to close in CQ2 2016, subject to customary closing

conditions, and stockholder as well as regulatory approvals

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Microchip’s Projected Net

Debt/EBITDA Ratio*

With Stock Buyback

5.0

4.5

4.0

3.5

3.0

2.5

2.0

1.5

1.0

0.5

0.0

At transaction close End of FY17 End of FY18End of FY19

Total Net Debt/EBITDA Senior Net Debt/EBITDA

*Includes projected cash and investments on Microchip’s balance sheet and assumes stock issued in Atmel transaction is repurchased immediately

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Microchip’s Projected Net

Debt/EBITDA Ratio*

Without Stock Buyback

5.0

4.5

4.0

3.5

3.0

2.5

2.0

1.5

1.0

0.5

0.0

At transaction close

End of FY17

End of FY18

End of FY19

Total Net Debt/EBITDA

Senior Net Debt/EBITDA

*Includes projected cash and investments on Microchip’s balance sheet and assumes stock issued in Atmel transaction is not repurchased

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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 for the

emerging Internet of Things (IoT) market

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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 successful M&A

A Compelling Transaction!

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MCHP Financial Information

Consolidated

Actual Guidance

Q4FY16Long-Term

Actual GuidanceModel With

Dec. 31, 2015 Mar. 31, 2016Atmel

Net Sales

($MM Non-GAAP) $552.0 $552.0 – 568.5

Gross Margin* 57.9% 57.9%—58.1%~ 59%

Operating Expenses*

(% of Sales) 28.4% 27.3%—27.9%~ 26%

Operating Profit 29.5% 30.0%—30.8%~ 33%

EPS (Non-GAAP**) $0.64 $0.65 – 0.69

EPS (GAAP) $0.28

* Excludes share-based compensation, acquisition related charges, non-recurring items and adoption of ASC Subtopic 470-20.

**A reconciliation of our GAAP to non-GAAAP results is available at www.microchip.com.

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Thank You!