Microchip Strategy

Atmel Acquisition
January 19, 2016

 Cautionary Statement:
Statements about the expected timing, financial impact and effects of the proposed transaction, and other statements in this
presentation that are not historical facts, are forward-looking statements made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties that could cause actual results to differ
materially from such forward looking statements. Such risks and uncertainties include the actual timing of the closing of the
acquisition, the satisfaction of the conditions to closing in the acquisition agreement, any termination of the acquisition agreement,
the effect of the acquisition on Microchip’s and Atmel’s existing relationships with customers, employees and vendors and on
Microchip’s and Atmel’s respective operating results and businesses; general economic, industry or political conditions in the U.S.
or internationally; and the risks described from time to time in SEC reports including filings on Forms 10-K, 10-Q and 8-K. You can
obtain copies of applicable Forms 10-K, 10-Q and 8-K and other relevant documents for free at Microchip’s website
(www.microchip.com), at Atmel’s website (www.atmel.com) or the SEC's website (www.sec.gov) or from commercial document
retrieval services. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the
date such statements are made. We do not undertake any obligation to publicly update any forward-looking statements to reflect
events, circumstances or new information after the date hereof.
 Additional Information and Where to Find It
Microchip will file a Registration Statement on Form S-4 that will include a proxy statement of Atmel in connection with the
acquisition transaction. Investors and security holders are urged to read such document when it becomes available because it will
contain important information about the transaction. Investors and security holders may obtain free copies of such document
(when it becomes available) and other documents filed with the SEC at the SEC's web site at www.sec.gov. Microchip, Atmel and
their directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Atmel
in connection with the acquisition transaction. Information regarding the special interests of these directors and executive officers
in the transaction will be included in the proxy statement/prospectus described above. Additional information regarding the
directors and executive officers of Microchip is also included in Microchip's proxy statement for its 2015 Annual Meeting of
Stockholders, which was filed with the SEC on July 10, 2015. Additional information regarding the directors and executive officers
of Atmel is also included in Atmel’s proxy statement for its 2015 Annual Meeting of Stockholders, which was filed with the SEC on
April 3, 2015. These documents are available free of charge at the SEC's web site at www.sec.gov and as described above.
2
Atmel Overview
 Synergistic Embedded Control franchise with attractive
broad-based product portfolio spanning Microcontroller,
Wireless, Touch, Automotive, Security and Memory
solutions
 Diversified global customer base with over 80% of revenue
from Asia and Europe
 Diversified channels with ~60% of revenue through
distribution
 Tradition of technology leadership and innovation
 CY2015 revenue of ~$1.17B as of 12/31/2015
 47.5% non-GAAP gross margin; 12.0% non-GAAP operating margin
 $155M cash and investments, net of debt, on the balance
sheet at 12/31/2015
 Headquartered in San Jose, CA
 Approximately 4700 employees worldwide
3
Strategically and Financially
Compelling Transaction
 Creates a Microcontroller powerhouse with #3 market
share position worldwide
 Creates a market leader in IoT by adding to
Microchip’s strong IoT solutions more products in
wireless including WiFi, Bluetooth, BLE and other RF
protocols
 Expands Microchip’s portfolio of Automotive, Touch,
Memory and Security solutions
 Drives further scale in manufacturing, customer reach
and sales channels
 Adds a patent portfolio of over 2400 patents to
Microchip’s strong IP portfolio
 Significant EPS accretion through growth and synergy
with over $200 million in synergies in fiscal year 2020
4
Highly Profitable
Financial Model *
Microchip Atmel Microchip + Long Term
Atmel Model
Revenue ($M) $2,208 $1,046 $3,254
Gross Margin (%) 57.9% 47.5% 54.6% 59%
R&D (%) 16.2% 19.5% 17.3% 14.5%
SG&A (%) 12.3% 18.4% 14.3% 11.5%
Op Income ($M) $649 $100 $750
Op Income (%) 29.4% 9.6% 23.0% 33%
* In millions, except percentages. All figures are non-GAAP and are based on
preliminary results for the December 31, 2015 quarter contained in Microchip’s
press release dated January 19, 2016 and Atmel’s press release dated January 13,
2016. Revenue and operating income dollars are based on preliminary December
2015 quarter results which were annualized by multiplying the December quarter
numbers by four.
5
Synergy and Accretion
Expectations
 Transaction is expected to be immediately accretive to our non
GAAP earnings per share
 Microchip expects to buyback all the shares issued in the
transaction subject to market conditions
 Short term: Targeting 23% growth in non-GAAP EPS from FY16 to
FY17 with accretion from Micrel and Atmel.
 Atmel adds ~33 cents in FY 2017 (Assuming May 2016 close)
 Long term: 3rd year after close (FY2019), we expect:
 $170M in synergy from cost savings and revenue growth
 Atmel to contribute ~90 cents/share of non GAAP EPS
 Targeting consolidated Microchip non GAAP EPS of $4.25/share
 Represents non GAAP EPS growth of over 17% per year for
Microchip over the next 3 years.
 Full synergy of over $200M in the 4th year (FY 2020)
 Extends Microchip’s record of organic as well as acquisition driven
revenue and non GAAP EPS growth
6
Transaction Summary
And Financing
 Transaction value of $3.56B representing $8.15/share
 $3.4B net of Atmel’s cash, investments and debt at 12/31/2015
 Atmel stockholders will receive $7.00/share in cash and $1.15/share in Microchip
stock
 Transaction is being funded through a combination of:
 Approximately $2.175B of cash from our balance sheet
 Approximately $786M cash from our existing line of credit
 Approximately $485M in Microchip stock
 The $114M difference in the funding amounts and the transaction value
represents the assumed value of employee equity awards
 Blended cost of capital ~ 1.8% per annum
 Pro forma Debt/EBITDA leverage well below covenants:
 Senior leverage = 2.2 (covenant 3.0) before synergy, 2.7 after stock buyback
 Total leverage = 4 (covenant 5.0) before synergy, 4.5 after stock buyback
 Synergy and paying down debt with profits will decrease leverage further
 Expect transaction to close in CQ2 2016, subject to customary closing
conditions, and stockholder as well as regulatory approvals
7
Microchip Vision and
Growth Strategy
Our Vision
Be The Very Best Embedded Control
Solutions Company Ever
Our Strategy
• Enable the growing market for Smart, Connected
and Secure solutions for Automotive, Industrial,
Office Automation, Consumer and Telecom
markets
• Be a powerhouse solutions provider for the
emerging Internet of Things (IoT) market
8
Summary
 Atmel acquisition is a strong strategic fit
aligned with our vision and strategy
 Adds operational and customer scale in a
consolidating industry
 Creates significant stockholder value from
strong non GAAP EPS accretion
 Atmel acquisition is the next step in
Microchip’s track record of successful M&A
A Compelling Transaction!
9
Thank You!
www.microchip.com

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Atmel Acquisition

January 19, 2016

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