- Silicon Storage Technology Shareholders to Receive $2.85 Per Share in Cash
- Silicon Storage Technology Terminates Merger Agreement with Technology Resources Holdings
SUNNYVALE, Calif., Feb. 3, 2010 -- SST (Silicon Storage Technology, Inc.) (Nasdaq: SSTI), a leading memory and non-memory products provider for high-volume applications in the digital consumer, networking, wireless communications and Internet computing markets, today announced that it has entered into a definitive merger agreement with Microchip Technology Incorporated (Nasdaq: MCHP) ("Microchip"), a leading provider of microcontroller and analog semiconductors, under which Microchip will acquire all of SST's outstanding common stock for $2.85 per share in cash. In addition, SST announced that immediately prior to its entry into the merger agreement with Microchip it had terminated its previously announced merger agreement with Technology Resources Holdings ("TRH") following the expiration of the notice period granted to TRH under the TRH merger agreement.
The Microchip agreement has been approved by both companies' Boards of Directors. SST's Board acted upon the unanimous recommendation of its independent Strategic Committee.
"Throughout our strategic process, we have demonstrated our commitment to shareholder interests, and we are very pleased with this result," said Ronald Chwang, Chairman of the Strategic Committee. "As a result of our rigorous and comprehensive process, we are confident that the proposed merger with Microchip achieves the best transaction for all SST shareholders."
"SST's SuperFlash® technology and extensive patent portfolio are critical building blocks for advanced microcontrollers," said Steve Sanghi, President and CEO of Microchip. "This acquisition enables Microchip to gain earlier access to SST's advanced technologies, as well as the ability to customize technology variants that can give us an advantage over competing technologies. We believe this is an attractive transaction for SST's stockholders, as it presents a significant premium to the prior transaction and requires no external financing."
The Microchip-SST transaction, which is expected to close in the second calendar quarter of 2010, is conditioned on approval of a majority of the outstanding shares of SST common stock as well as customary closing conditions and regulatory approvals. The transaction, which will be funded with cash on hand, is not subject to financing.
SST intends to delay the release of its fourth quarter and fiscal 2009 financial results until February 4, 2010. A press release will be transmitted to the news media immediately following the close of the market on February 4, 2010. SST will not hold a conference call to discuss the results.
Houlihan Lokey is serving as the exclusive financial advisor to the Strategic Committee of the SST Board of Directors in connection with the transaction.
Shearman & Sterling LLP is serving as legal advisor to the Strategic Committee of the SST Board of Directors in connection with the transaction.
Cooley Godward Kronish LLP is serving as legal advisor to SST in connection with the transaction.
Wilson Sonsini Goodrich & Rosati PC is serving as legal advisor to Microchip in connection with the transaction.
About Silicon Storage Technology, Inc.
Headquartered in Sunnyvale, California, SST designs, manufactures and markets a diversified range of memory and non-memory products for high volume applications in the digital consumer, networking, wireless communications and Internet computing markets. Leveraging its proprietary, patented SuperFlash technology, SST is a leading provider of nonvolatile memory solutions with product families that include various densities of high functionality flash memory components and flash mass storage products. The company also offers its SuperFlash technology for embedded applications through its broad network of world-class manufacturing partners and technology licensees, including TSMC, which offers it under its trademark Emb-FLASH. SST's non-memory products include NAND controller-based products, smart card ICs and modules, flash microcontrollers and radio frequency ICs and modules. Further information on SST can be found on the company's Web site at http://www.sst.com.