Microchip announces second amendment to definitive agreement for acquisition of Silicon Storage Technology

CHANDLER, USA: Microchip Technology Inc. announced that it entered into a second amendment to its February 2, 2010 definitive agreement to acquire Silicon Storage Technology Inc.

Under the revised terms, SST shareholders would be entitled to receive $3.05 per share in cash compared to $3.00 per share prior to the second amendment. This second amendment was in response to an offer made by another party to SST’s Strategic Committee on March 2, 2010.

Additionally, in connection with the amendment, Microchip is today purchasing directly from SST newly issued shares in an amount equal to 19.9 percent of the current issued and outstanding shares of the common stock of SST at $3.05 per share in cash.

In the event that Microchip’s acquisition of SST is not consummated, Microchip has agreed that as a general matter, it will not use its voting rights to block a transaction that constitutes a superior proposal and the profits on its sales in such transaction will be limited. Furthermore, Microchip will have an option to sell its shares back to SST at $3.05 per share.

The $3.05 per share represents an approximate 45.2% premium to the amount that the holders of SST common stock would have received under the merger agreement between SST and Technology Resources Holdings Inc., and an approximate 64 percent premium to the closing price per share of SST’s stock on November 12, 2009, the last day of trading prior to the announcement of the execution of the definitive merger agreement with Technology Resources Holdings.

The amendment was approved by the Boards of Directors of each company and the acquisition is expected to close in the second quarter of calendar 2010, subject to approval by SST’s stockholders and other customary closing conditions. SST has scheduled a special meeting of stockholders for April 8, 2010 to consider the transaction.