Analysis: Cash is 'king' in Microchip, ON Semi bid for Atmel

PHILADELPHIA — Atmel Corp. executives can't say they didn't have enough time to turn around the company. For years, Atmel struggled with poor revenue growth--like many of its competitors in the microcontroller, mixed-signal and ASIC markets--and made repeated fruitless efforts to buoy its depressed operating margins.

Now, two of its rivals, drooling at the prospect of fat returns if they successfully wring out costs from Atmel's bloated operations, have launched a hostile and public $2.3 billion bid for the San Jose, Calif., company after its board of directors rejected an initial offer made during private discussions.

Atmel president and CEO Steven Laub may find it difficult convincing shareholders to reject the 54 percent premium offered by Microchip Technology Inc. and ON Semiconductor Corp., which want to divvy up Atmel and boost both revenue growth and profitability in their separate operations.

"We feel our offer is too compelling not to take it to shareholders," said Steve Sanghi, chairman, president and CEO at Microchip, during a conference call with analysts following the announcement of the offer on Thursday (Oct. 2). "We came to this point after we heard from Atmel that they were not interested."

Under the terms of the proposed deal, Microchip would pay $5.00 per share for Atmel and end up with the bulk of the company's operations, namely its MCU architecture business, which Sanghi estimates had annual revenue of $513 million.

Microchip wants to beef up its MCU line with Atmel's 8- and 32-bit products because it sees significant growth opportunities in these areas.

Microchip also will take over Atmel's $496 million ASIC division, but plans to dispose of the unit possibly before closing the acquisition. The ASIC business would be considered an "asset held for sale if not sold," prior to the conclusion of the main transaction, Sanghi said.

Meanwhile, On Semiconductor gets to strengthen its analog business with Atmel's $385 million nonvolatile memory unit aling with its RF and auto IC unit, which reported annual sales of approximately $282 million. The transaction will cost ON Semi about $1 billion, according to Keith Jackson, president and CEO.

"ON Semiconductor is a strong proponent of consolidation in the semiconductor industry," Jackson said. "We will finance the transaction through existing cash [about $410 million), credit facility and other financing. We are confident we will be able to get additional financing even in the current environment."

Microchip's Sanghi isn't worried about obtaining financing. The company has enough cash on hand to finance the deal without recourse to the credit market, or even an equity swap.