SAN JOSE, Calif., Jan. 13, 2016 /PRNewswire/ -- Atmel®
Corporation (NASDAQ: ATML), a leader in microcontroller and touch
solutions, today announced that it expects the following fourth
quarter 2015 results:
- Revenue is expected to be between $261
and $262 million, compared to the original outlook of
$266 to $286 million. The lower
revenue was the result of weaker than expected billings, primarily
in Asia, as distributors reduced
inventory levels due to uncertainties associated with the company's
ongoing acquisition process. Revenue would have been approximately
$268 million had revenue from the
Asian distribution channel been recognized on a resale basis.
- Non-GAAP gross margin is expected to be approximately 47.3 to
47.7%, at the midpoint of the original outlook of 47.0 to
48.0%
- Non-GAAP operating expenses are expected to be $98 to $100 million, below the midpoint of the
original outlook of $98 to $102
million
- Non-GAAP operating margin is expected to be between 9% and
10%
- Non-GAAP earnings per diluted share is expected to be
approximately $0.06
- Cash and cash equivalents of approximately $210 million
On January 13, 2016, the company
announced that its Board of Directors had determined that the
unsolicited acquisition proposal received from Microchip Technology
Inc. (Nasdaq: MCHP) constitutes a "Company Superior Proposal," as
defined in Atmel's existing merger agreement with Dialog
Semiconductor plc. Microchip's offer remains open and binding
until 10:00 PM California time on
Tuesday, January 19, 2016. There
can be no assurance, however, that Atmel will terminate the Dialog
merger agreement or enter into the Microchip merger agreement.
Atmel will not hold a conference call to discuss these
preliminary results.
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.
©2016 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.
Safe Harbor for Forward-Looking Statements
This announcement contains, or may contain, "forward-looking
statements" in relation to the pending merger transaction between
Dialog and Atmel and the unsolicited proposal, as well as other
future events and their potential effects on Atmel that are subject
to risks and uncertainties. Generally, the words "will," "would,"
"continue," "believes," "intends" or similar expressions identify
forward-looking statements. Forward-looking statements include
statements relating to (1) the terms of the unsolicited proposal,
(2) the determination of Atmel's board of directors as to whether
the unsolicited proposal constitutes a Company Superior Proposal
under the terms of Atmel's merger agreement with Dialog, (3) the
entry of Atmel into a definitive merger agreement with Microchip,
and (4) the payment and funding of the termination fee to
Dialog.
These forward-looking statements are based upon the current
beliefs and expectations of the management of Atmel and involve
risks and uncertainties that could cause actual results to differ
materially from those expressed in the forward-looking statements.
Many of these risks and uncertainties relate to factors that are
beyond Atmel's ability to control or estimate precisely. Those
factors include (1) the determinations made by Atmel's board of
directors in its evaluation of the unsolicited proposal, any
changes to the Dialog merger agreement offered by Dialog and any
changes to the unsolicited proposal in response to any changes
offered by Dialog; (2) actions of Dialog in response to the
definitive agreement offered by Microchip or Atmel's discussions
with Microchip; (3) the results of discussions with Dialog or
Microchip; (4) the outcome of any legal proceedings that could be
instituted against Atmel or its directors related to the
discussions with Dialog or Microchip or the proposed merger
agreement with Dialog or any unsolicited proposal; (5) changes in
the unsolicited proposal; (6) the occurrence of any event, change
or other circumstances that could give rise to the termination of
the proposed merger agreement with Dialog; (7) risks related to
Microchip's ability to successfully implement its acquisitions
strategy; (8) uncertainty as to the future profitability of any
businesses acquired by Microchip, and delays in the realization of,
or the failure to realize, any accretion from any other acquisition
transactions by Microchip; (9) the ability to obtain governmental
and regulatory approvals of the proposed merger between Atmel and
Dialog or the unsolicited proposal; (10) the possibility that the
proposed merger between Atmel and Dialog or the unsolicited
proposal does not close when expected or at all, or that the
parties, in order to achieve governmental and regulatory approvals,
may be required to modify aspects of the proposed merger or the
unsolicited proposal or to accept conditions that could adversely
affect the combined company or the expected benefits of the
proposed merger or the unsolicited proposal; (11) the possibility
that other competing offers or acquisition proposals will be made;
(12) the inherent uncertainty associated with financial
projections; (13) the ability to realize the expected synergies or
savings from the proposed merger or the unsolicited proposal in the
amounts or in the timeframe anticipated; (14) the potential harm to
customer, supplier, employee and other relationships caused by the
announcement or closing of the proposed merger or the unsolicited
proposal; (15) general global macroeconomic and geo-political
conditions; (16) changes in foreign exchange rates, including
changes in the exchange rate between the Euro and the U.S. dollar;
(17) business interruptions, natural disasters or terrorist acts;
(18) the ability to integrate Atmel's businesses into those of
Dialog or Microchip in a timely and cost-efficient manner; (19) the
development of the markets for Atmel's and Dialog's or Microchip's
products; (20) the combined company's ability to develop and market
products containing the respective technologies of Atmel and Dialog
or Microchip in a timely and cost-effective manner; (21) the
cyclical nature of the semiconductor industry; (22) an economic
downturn in the semiconductor and telecommunications markets; (23)
the inability to realize the anticipated benefits of transactions
related to the proposed merger, the unsolicited proposal and other
acquisitions, restructuring activities, including in connection
with the proposed merger, or other initiatives in a timely manner
or at all; (24) consolidation occurring within the semiconductor
industry ; (25) unanticipated costs and expenses or the inability
to identify expenses which can be eliminated; (26) disruptions in
the availability of raw materials; (27) compliance with U.S. and
international laws and regulations by the combined company and its
distributors; (28) dependence on key personnel; (29) the combined
company's ability to protect intellectual property rights; (30)
litigation (including intellectual property litigation in which the
combined company may be involved or in which customers of the
combined company may be involved, especially in the mobile device
sector), and the possible unfavorable results of legal proceedings;
(31) the market price or increased volatility of Dialog's ordinary
shares and ADSs (if the merger is completed); and (32) other risks
and uncertainties, including those detailed from time to time in
Dialog's and Atmel's periodic reports and other filings with the
SEC or other regulatory authorities, including Atmel's Annual
Report on Form 10-K for the fiscal year ended December 31, 2014 and Quarterly Report on Form
10-Q for the quarterly period ended September 30, 2015 (whether under the caption
Risk Factors or Forward Looking Statements or elsewhere).
Neither Dialog nor Atmel can give any assurance that such
forward-looking statements will prove to be correct. The reader is
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this announcement.
Neither Dialog nor Atmel nor any other person undertakes any
obligation to update or revise publicly any of the forward-looking
statements set out herein, whether as a result of new information,
future events or otherwise, except to the extent legally
required.
Investor Contact:
Peter Schuman
Senior Director, Investor Relations
(408) 437-2026
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SOURCE Atmel Corporation