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 Transaction, 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," or similar expressions identify forward-looking statements. Forward-looking statements include statements relating to (1) the terms of the Unsolicited Transaction and (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.
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 following its evaluation of the unsolicited proposal; (2) actions of Dialog in response to any discussions with the proposer; (3) the results of discussions with Dialog or the proposer; (4) the outcome of any legal proceedings that could be instituted against Atmel or its directors related to the discussions with Dialog or the proposer or the proposed merger agreement with Dialog or any Unsolicited Transaction; (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 the proposer's ability to successfully implement its acquisitions strategy; (8) uncertainty as to the future profitability of any businesses acquired by the proposer, and delays in the realization of, or the failure to realize, any accretion from any other acquisition transactions by the proposer; (9) the ability to obtain governmental and regulatory approvals of the proposed merger between Atmel and Dialog or the Unsolicited Transaction; (10) the possibility that the proposed merger between Atmel and Dialog or the Unsolicited Transaction 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 Transaction or to accept conditions that could adversely affect the combined company or the expected benefits of the proposed merger or the Unsolicited Transaction; (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 Transaction 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 Transaction; (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 the proposer in a timely and cost-efficient manner; (19) the development of the markets for Atmel's and Dialog's or the proposers products; (20) the combined company's ability to develop and market products containing the respective technologies of Atmel and Dialog or the proposer 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 Transaction 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 June 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
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Atmel
Dialog Semiconductor plc Web: http://www.atmel.com |