01.05.2007 11:39:00
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Independent Nominees to Atmel Board Detail Plan to Deliver Shareholder Value
The Independent Nominees to the Board of Directors of Atmel Corporation
(Nasdaq: ATML) (the "Nominees”)
today further detailed their plan to deliver significant value to all
Atmel shareholders. The Nominees have been nominated for election at the
Special Meeting of Atmel Shareholders scheduled for May 18, 2007. Their
plan is detailed in a filing made with the Securities and Exchange
Commission and the attached letter, which is being mailed to Atmel
shareholders. These and other relevant materials can be accessed at www.improveatmel.com.
In a joint statement, the Nominees said, "We
firmly believe our plan to quickly transform Atmel into a leading
pure-play microcontroller company with vastly improved margins, hire a
qualified and experienced CEO, and repurchase $500 million to $1 billion
of stock will deliver the most value to Atmel’s
shareholders. In comparison, Atmel's plan does not make the necessary
divestitures to focus on microcontrollers and to increase margins. Their
plan, such as it is, is essentially a cost cutting exercise that cannot
deliver maximum value to shareholders. It is, at best, a holding action.
It is, at worst, a prescription for a continued deterioration of
revenues and profitability, resulting in the loss of market value to
shareholders. We also believe that the current management and board lack
the experience to lead the significant restructuring that Atmel requires.”
Korn/Ferry International, the world's largest global provider of talent
management solutions, has been retained and is currently working to
identify a highly qualified candidate to serve as CEO of Atmel. The firm
and Nominees expect to identify a new CEO within the next 90 days. The
Nominees intend to create a Transition Oversight Committee of the Board
when they are elected to immediately focus on the implementation of the
transition plan while the CEO search is completed.
Mr. Perlegos said, "I fully support the
Nominees’ plan to find a new CEO. Atmel needs
new, strong leadership. I firmly believe that the Nominees are the right
team and have the right plan to unlock the significant potential value
of Atmel’s shares.”
The Nominees continued, "The upcoming vote
gives Atmel shareholders a clear choice – our
plan to create real shareholder value or the current management and board’s
continued value-eroding attempt at a restructuring. We encourage
shareholders to review our plan carefully and not be distracted by
current management’s smear campaign against
George Perlegos.”
The Nominees also announced today Piper Jaffray & Co., a leading
international middle-market investment bank and institutional securities
firm, is serving as financial advisor to the Nominees. Piper Jaffray has
extensive experience in advising leading semiconductor companies in a
variety of financial and strategic transactions.
Atmel shareholders are strongly advised to read the materials posted at www.improveatmel.com,
which include important information about the Nominees and details on
their plan to create value for shareholders, as well as other relevant
documents. These materials are also available at www.sec.gov.
A LETTER FROM THE INDEPENDENT CANDIDATES
FOR THE ATMEL BOARD OF DIRECTORS
EXERCISE YOUR RIGHT TO PROTECT YOUR INVESTMENT IN ATMEL:
VOTE THE GREEN CARD TODAY
May 1, 2007
Dear Atmel Shareholder:
We are seeking your support to replace five of Atmel’s
directors at a Special Meeting of Shareholders to be held on May 18,
2007. We are working closely with our financial advisor, Piper Jaffray &
Co., a leading international middle-market investment bank and
institutional securities firm with extensive experience in advising
leading semiconductor companies. In the following letter, we detail how
we can deliver significantly more shareholder value than Atmel’s
current management and Board.
CREATE A PURE-PLAY MICROCONTROLLER COMPANY
WITH 50% GROSS MARGINS
Our plan is simple – unlock significant value
for shareholders by quickly transforming Atmel into a pure-play
microcontroller company. By exiting Atmel’s
non-core businesses, we will create a stronger competitor in the global
microcontroller market with significantly higher margins than it has
today.
Atmel Today* Atmel Under Our Plan**
Gross Margin 34% 50%
Operating Margin 8% 25%
Net Margin 6% 20%
* Based on 2006 estimates per Needham Research dated 4/2/07
** 2009 margin estimates per George Perlegos and the Nominees.
We strongly believe that Atmel’s current
organization and its continued operation under the Laub-Sugishita plan
masks the true value of Atmel’s assets. Based
on a sum-of-the-parts analysis, we believe the potential value of
Atmel’s different businesses ranges from
approximately $9.50 to $13.50 per share, or an approximate 75% to 150%
premium to Atmel’s current stock price1 . Through our plan, we intend to capture this value for all Atmel
shareholders.
1 Based on a $5.35 price per share as of
4/27/07. Please refer to the slideshow presentation on our website www.improveatmel.com
and filed with the SEC for further details.
HOW WE WILL INCREASE THE VALUE OF YOUR INVESTMENT IN ATMEL
- CREATING A PURE-PLAY MICROCONTROLLER COMPANY- FOCUS EXCLUSIVELY ON MICROCONTROLLERS
We believe Atmel can be a global leader in the microcontroller market, a
rapidly growing market that is expected to reach nearly $23 billion by
2009, according to Frost & Sullivan. Atmel’s
microcontroller business should require only modest capital expenditures
to remain competitive, and we expect it to generate a higher return on
invested capital than the other businesses Atmel currently operates. We
are confident Atmel can compete and win in the microcontroller market as
long as the company is able to focus on and invest in the core strengths
of its business.
Under our plan, the New Atmel will focus exclusively
on the company’s strengths in
Microcontrollers and the MCU Ecosystem –
where we think Atmel has significant competitive advantages and where we
expect to capitalize on growth opportunities. According to Frost &
Sullivan, the 8-bit and 32-bit microcontroller markets are expected to
increase at compound annual growth rates of 6.8% and 21.3% respectively,
from 2005 to 2009.
EXIT LOWER MARGIN, SLOW GROWTH AND
CAPITAL INTENSIVE BUSINESSES; STREAMLINE MANUFACTURING
We will retain Atmel’s low-cost fab facility
in Colorado to support the microcontroller business and exit the company’s
lower growth and lower margin business segments.
Sell Atmel’s entire automotive business,
including the German Fab;
Spin-off Atmel’s Smart Card business,
including the French Fab, to shareholders;
Sell or close the NOR-flash business;
Sell Atmel’s U.K. Fab facility.
By exiting these low-margin businesses, we believe we can achieve 50%
margins at Atmel, a significant increase over the company’s
estimated current 34% margins. The Laub-Sugishita plan will not
create a pure-play microcontroller company. They want to retain the
low growth and low margin businesses we plan to exit. We believe they
are making a serious mistake that will jeopardize Atmel’s
ability to generate shareholder value.
RETURN VALUE TO SHAREHOLDERS
As part of our plan, we expect to repurchase $500 million to $1 billion
of Atmel’s shares, which would reduce the
company’s float by about 30%. In addition, we
plan to give Atmel shareholders direct ownership of an independent Smart
Card business by spinning that business off to shareholders.
CONDUCT A SEARCH FOR AND HIRE A
QUALIFIED CEO
We believe Atmel needs a CEO who can lead the company through the
necessary transition to a pure-play microcontroller company –
and beyond. Steven Laub and the David Sugishita-led Board simply do not
have that experience. We will conduct a thorough search to hire a new,
highly-qualified CEO who will revamp the current failing management. The
Sugishita-led board did not conduct a CEO search, and without
considering any other candidates, named their fellow inexperienced
director, Steven Laub, to the job.
We have retained Korn/Ferry International, the world's largest global
provider of talent management solutions, which has commenced the search
for a new CEO. We expect to hire a CEO with the abilities necessary to
execute our plan, including international business experience (85% of
Atmel’s revenues originate outside the U.S.),
strong customer relations, and a track record of successfully driving
growth at comparable companies – all
attributes seriously lacking in Mr. Laub and the Sugishita-led board. To
ensure a smooth transition, we will create a Transition Oversight
Committee of the Board to immediately focus on the implementation of the
transition plan while the CEO search is completed.
WORK WITH URGENCY
Within the first 90-days, we intend to hire a new CEO, begin exiting
from non-core assets and initiate the significant share repurchase
program. We expect to complete the Smart Card spin-off within 12 months.
Mr. Laub and the Sugishita-led board have announced ZERO progress
on the "restructuring”
plan they launched nearly six months ago. They are clearly not working
with the necessary urgency to protect your investment. Meanwhile,
competitors are exploiting the company’s
current lack of focus. There is no time to waste.
ACT NOW TO PROTECT YOUR INVESTMENT IN ATMEL
VOTE THE GREEN CARD
WHY OUR PLAN IS BETTER THAN LAUB-SUGISHITA'S
Atmel With Nominees' Plan Atmel Under Laub and Current Board
Experienced team working with Inexperienced team slowly working on
urgency on a focused plan a deeply flawed plan
Pure-play, high margin company Too many different product lines and
significantly lower margins
One fabrication facility Maybe four, maybe two fab facilities
$500 million to $1 billion No plan to return value to shareholders
share repurchase program
50% gross margins 30%+ gross margins
In peer group with revenue Trading at a revenue multiple of 1.3x
multiples of 4.0x - 6.0x
PROTECT YOUR INVESTMENT - DON'T BE DISTRACTED
BY THE LAUB-SUGISHITA SMEAR CAMPAIGN
Despite what Messrs. Laub and Sugishita would like you to believe, you
are not voting on Mr. Perlegos. His interest in this proxy contest
is solely as Atmel’s largest individual
shareholder. He is not seeking to become CEO or a director. He has asked
us to help him protect his investment in Atmel and those of all Atmel
shareholders.
We have no conflicts or hidden agenda. We have the same clear and simple
interest as all Atmel shareholders –
increasing the stock price. We believe each nominee’s
track record speaks for itself, and if elected, we intend to apply our
experience and knowledge toward maximizing the value of your investment
in Atmel.
EXERCISE YOUR SHAREHOLDER RIGHTS AND VOTE
PLEASE SIGN, DATE AND RETURN THE ENCLOSED GREEN PROXY CARD TODAY
If you have already returned a white proxy card, you have every right to
change your vote and can do so by signing, dating and returning the
GREEN proxy today.
If you have any questions about our solicitation, or need assistance in
voting your GREEN proxy card, please call our proxy solicitors,
MacKenzie Partners, Inc., Toll-Free at (800) 322-2885 or (212) 929-5500
(call collect) or e-mail them at proxy@mackenziepartners.com.
We also strongly advise you to read the materials posted at www.improveatmel.com.
The website contains important information about our plan to create
shareholder value at Atmel.
Thank you for your careful consideration.
Sincerely,
Brian S. Bean Joseph F. Berardino Bernd U. Braune
Dr. John D. Kubiatowicz George A. Vandeman
Marshall S. Geller John A. Jarrell Gary A. Wetsel
This letter contains forward looking statements, including estimates,
projections and pro forma information, which are included solely for the
purpose of illustrating how the nominees plan to increase shareholder
value so that you can cast an informed vote at the May 18, 2007 Special
Meeting of Shareholders. As you know, predictions of future results are
inherently uncertain and future results may differ materially from those
set forth in these forward looking statements. While these forward
looking statements were prepared based on the best information available
to George Perlegos and the nominees, they were not prepared with the
benefit of access to the company’s books and
records and the accuracy and completeness of financial and other
information obtained from publicly available sources and used in
preparing these forward looking statements has not been independently
verified. As a result, there can be no assurance that the estimates and
assumptions underlying these forward looking statements conform to the
current state of affairs at the company, that the nominees, if elected
and having the benefit of access to the company’s
books and records, will not determine that the best interests of
shareholders require that modifications be made to the implementation of
their plan to increase shareholder value or that the results or
performance of the company as a result of the implementation of the
nominees’ plan to increase shareholder value,
whether or not modified, will not differ materially from the forward
looking statements contained in this letter.
This letter constitutes proxy solicitation material and is intended
solely to inform shareholders so that they may cast an informed vote at
the Special Meeting of Shareholders. Except as provided by the federal
securities laws, this letter may not be relied upon or used for any
other purpose, including for purposes of making an investment decision
with respect to the company’s securities.
Shareholders are advised to read the definitive proxy statement and
other documents related to the solicitation of proxies filed by George
Perlegos for use at the May 18, 2007 Special Meeting of Shareholders
because they contain important information. The definitive proxy
statement and a form of proxy have been mailed to shareholders of the
company and, along with other relevant documents, are available at no
charge at the Securities and Exchange Commission’s
website at http://www.sec.gov or by
contacting Mackenzie Partners, Inc. by telephone at (800) 322-2885 or by
e-mail at proxy@mackenziepartners.com.
Information relating to George Perlegos and the nominees, who are the
participants in the proxy solicitation, is contained or referred to in
the definitive proxy statement.
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