8-KMaterial AgreementsExhibits & Filings

MICROCHIP TECHNOLOGY INC 8-K Report, Material Agreement (Feb 23, 2010)

Filed February 23, 2010For Securities:MCHPMCHPP

Summary

Microchip Technology Inc. (MCHP) filed an 8-K on February 23, 2010, to report an amendment to its previously announced Agreement and Plan of Merger with Silicon Storage Technology, Inc. (SST). The amendment, dated February 22, 2010, revises the acquisition terms, increasing the total consideration payable to SST shareholders from $2.85 per share to $3.00 per share, without interest. Additionally, the termination fee payable by SST under certain circumstances has been raised from $9,600,000 to $10,120,624. The transaction remains subject to customary closing conditions, including approval from a majority of SST's outstanding shareholders. Microchip also attached a press release issued on February 23, 2010, detailing this amendment. Investors are advised to review the full merger agreement and amendment for comprehensive details and are cautioned about relying on forward-looking statements.

Key Highlights

  • 1Amendment to the Agreement and Plan of Merger between Microchip Technology Inc. and Silicon Storage Technology, Inc. (SST) executed on February 22, 2010.
  • 2Increased acquisition consideration to $3.00 per share for SST shareholders, up from $2.85 per share.
  • 3Increased SST's termination fee to $10,120,624 from $9,600,000 under specific circumstances.
  • 4Transaction completion is contingent on customary closing conditions, including SST shareholder approval.
  • 5Microchip issued a press release on February 23, 2010, announcing the amendment.
  • 6SEC filing includes relevant exhibits such as the Amendment to the Merger Agreement and the press release.

Frequently Asked Questions

The primary purpose of this filing is to announce an amendment to the Agreement and Plan of Merger between Microchip Technology Inc. and Silicon Storage Technology, Inc. (SST), specifically detailing an increase in the acquisition price and the termination fee.

The total consideration payable to SST shareholders has been increased from $2.85 per share to $3.00 per share, without interest.

The merger is subject to customary closing conditions, including the approval of the transaction by the holders of a majority of the outstanding shares of SST.

Investors are encouraged to read the full Merger Agreement and the Amendment, which are filed as exhibits. Additionally, SST has filed preliminary proxy materials with the SEC, and a definitive proxy statement will be made available, containing important information about the merger.