16.04.2007 12:16:00
|
George Perlegos Files Definitive Proxy Statement to Replace Five Atmel Directors at Special Meeting
George Perlegos, the largest individual shareholder of Atmel Corporation
(Nasdaq: ATML), announced today the filing of the definitive proxy
statement with the Securities and Exchange Commission in connection with
his planned solicitation of proxies at a Special Meeting of Shareholders
scheduled for May 18, 2007 for Atmel shareholders of record as of April
5, 2007. Mr. Perlegos is seeking support from fellow Atmel shareholders
to elect five highly qualified and independent nominees at the Special
Meeting to replace five members of Atmel’s
current Board of Directors. If his five nominees are elected, they
would seek to add three additional highly qualified and independent
directors to the Atmel board.
Mr. Perlegos, a founder of Atmel, led the company as President, Chief
Executive Officer and Chairman from its inception in 1984 until August
2006. He beneficially owns approximately 5.3% of Atmel’s
outstanding shares. The definitive proxy statement he filed today
outlines a plan to drive shareholder value at Atmel, including divesting
non-core assets to make Atmel a pure-play microcontroller company,
hiring an experienced, new President and CEO, and initiating a $500
million to $1 billion share repurchase program.
In conjunction with the mailing of Mr. Perlegos’s
definitive proxy statement, the nominees sent the following letter to
shareholders outlining their plan to create shareholder value at Atmel
and cautioning shareholders against relying on misleading information
from Atmel’s current Board and management.
A LETTER FROM THE INDEPENDENT CANDIDATES FOR THE ATMEL BOARD OF DIRECTORS TAKE ACTION TO PROTECT YOUR INVESTMENT IN ATMEL: VOTE THE GREEN PROXY CARD AT THE MAY 18 SPECIAL MEETING
April 16, 2007
Dear Atmel Shareholder:
We are seeking your support to replace five of Atmel's directors at a
Special Meeting of Shareholders to be held on May 18, 2007 for Atmel
shareholders of record as of April 5, 2007. If elected, we would seek
to expand the board of Atmel to a total of eight directors. We are
writing to you to set the record straight about how the current board
is failing Atmel shareholders and how we plan to increase shareholder
value at Atmel.
DON'T LET THE LAUB-SUGISHITA SMEAR CAMPAIGN DISTRACT YOU FROM THEIR RECORD OF FAILURE AND POOR CORPORATE GOVERNANCE WE HAVE A REAL PLAN AND THE EXPERIENCE NECESSARY TO DELIVER VALUE TO ATMEL SHAREHOLDERS
We believe the way to deliver maximum value at Atmel is by making it a
pure-play microcontroller Company. Our plan includes the following
strategic initiatives:
-- Promptly hiring a new, highly-qualified and experienced CEO;
-- Spinning-off Atmel's Smart Card business to its shareholders;
-- Selling Atmel's automotive business in Germany, which we
believe can be sold for $400-$500 million;
-- Divesting non-core assets, such as the Company's NOR-flash
business;
-- Initiating a $500 million to $1 billion share repurchase
program; and
-- Removing the current poison pill in accordance with the highest
standards of corporate governance.
We have no conflicts, self-interest or hidden agenda, and we are not
standing for election in order to reinstate Mr. Perlegos as the
Company has suggested. We have the same clear and simple interest as
all Atmel shareholders - seeing the Company restored to greatness and
increasing the stock price. We believe each nominee's track record
speaks for itself, and if elected, we intend to apply our experience
and knowledge toward achieving the highest and best use of Atmel's
valuable assets for the benefit of all shareholders.
ATMEL'S FINANCIAL PERFORMANCE HAS DETERIORATED RAPIDLY UNDER LAUB AND SUGISHITA This inexperienced and unqualified CEO and Chairman are destroying the value of your investment. Before Laub and Sugishita took control of
the Company, revenues had been increasing steadily over the prior four
years. Information on the Company's more recent performance is
lacking because Atmel is no longer current in its financial reporting.
But even the limited financial information that the Company has made
available indicates that revenues are now declining steadily.
-- Third quarter 2006 revenue declined 5% sequentially.
-- Fourth quarter 2006 revenue declined another 5% sequentially.
-- Atmel's management team has predicted a further sequential
decline in revenue of up to 8% for the first quarter of 2007.
THE COMPANY'S RESTRUCTURING PLAN IS DEEPLY FLAWED AND ITS SUPPOSED BENEFITS HAVE BEEN GROSSLY OVERSTATED The Laub-Sugishita board and management fail to recognize several critical opportunities to generate significant returns for shareholders, and they have misled shareholders about the supposed benefits of their plan.
-- Rather than making Atmel a pure-play microcontroller Company,
the Laub-Sugishita board and management team will retain
non-core assets such as the NOR-flash and Smart Card business.
-- They are refusing to return value to you - the owners - through
a significant share repurchase program.
-- We believe that Atmel's current plan to sell its wafer
fabrication facility in Heilbronn, Germany would be a strategic
mistake. The far better strategy would be for the Company to
sell its automotive business in Germany as a stand-alone
business.
Atmel has also exaggerated the supposed cost savings associated with its flawed plan in its proxy materials.
-- Atmel's proxy statement cites expected cost savings of $70
million to $80 million in 2007; however, $60 million of that
results solely from the absence of a non-cash depreciation
charge due to the pending sale of the fabrication facility in
North Tyneside, United Kingdom.
-- Atmel's proxy statement further projects that Atmel will reach
an annual savings rate of $80 million to $95 million by 2008,
the bulk of which is highly speculative as it is contingent on
selling the UK facility and either entering into favorable
supply arrangements with the as yet unknown buyer or another
manufacturer or moving the wafer fabrication to another
facility with lower production costs.
-- Atmel's CFO has admitted that Atmel lacks confidence in its
ability to sell the fabrication facility in Heilbronn, Germany
until at least 2008, more than a year after the sale of this
facility was first announced by Atmel in December 2006.
THE TRUE STORY OF THE PALACE COUP The Laub-Sugishita board terminated Mr. Perlegos, Atmel's co-founder and CEO for over 20 years, over a highly questionable $170,000 claim based on a flawed investigation. Three days later, without conducting a CEO search, they awarded a pay package of over $10 million to a man with only ten weeks of public Company CEO experience. The Laub-Sugishita Board Conducted a Defective Investigation
After carefully studying the judicial record and consulting with legal
counsel, we strongly believe that Mr. Perlegos did not knowingly
engage in any wrongdoing or profit from the ticketing fraud that was
undertaken by an employee in the Company's travel office.
It is also clear to us that the current board ran a highly
questionable investigation, created an unnecessary crisis atmosphere
and precipitously terminated Mr. Perlegos, a founder of the Company
who served as the president, chief executive officer and chairman of
Atmel from its inception in 1984 until August 2006. Mr. Perlegos made
immeasurable contributions to Atmel, leading the Company's growth and
development from a start-up Company into a worldwide leader in the
design, manufacturing and marketing of advanced semiconductors.
Among the facts that the Laub-Sugishita board doesn't want you to
know are:
-- The Delaware Chancery Court expressed its "discomfort with the
thoroughness and fairness of the investigation and with the
decisions;"
-- The board's original investigation into the alleged misuse of
travel resources concluded that the head of Atmel's travel
office, Shahram Davani, acted alone in the embezzlement scheme;
-- The board's audit committee proceeded to negotiate a deal with
Davani that eliminated any threat of criminal charges and
allowed him to retain over half of the money he stole. Only
then did Davani make uncorroborated allegations, which Atmel
accepted without confirmation;
-- The board's investigator, Mr. Bergeson, did not corroborate
information from Mr. Davani, nor did he ask Mr. Perlegos about
Mr. Davani's allegations or give him a reasonable opportunity
to respond to the allegations that were used as the basis for
Mr. Perlegos's termination; and
-- The Laub-Sugishita board did not provide Mr. Perlegos with a
fair opportunity to respond to the uncorroborated allegations,
and then waited until Mr. Perlegos was out of the country to
terminate his employment.
The Laub-Sugishita Board did not Conduct a CEO Search
The board never retained an executive search firm to identify and
review candidates. Instead the board followed the suggestion of just
one director, Mr. Sugishita, and used a self-created and unnecessary
"crisis" as a justification to make Mr. Sugishita the Chairman and to
hire Mr. Laub as CEO on three days' notice.
Had the board properly reviewed Mr. Laub's credentials, they would
have seen:
-- His only prior experience as a public Company president and CEO
was at Silicon Image, Inc., a Company less than one-third
Atmel's size, where he lasted for only approximately ten weeks.
-- Mr. Laub's only other experience as a president of a public
Company was at Lattice Semiconductor Corporation, which he had
left in the Fall of 2003. He appears to have been unemployed
during the subsequent year.
-- During his tenure as president, Lattice suffered a net loss in
each of the nine full calendar quarters. The Company also lost
approximately 30% of its market share for its principal product
line.
-- Lattice was required to restate its financial statements for
the first three quarters of 2003 during which Mr. Laub was
president and was the subject of a class action lawsuit. The
lawsuit named Mr. Laub as an individual defendant and alleged
that Lattice "manipulated Lattice's financial statements to
inflate its revenues and gross margins, and understate its
liabilities and net losses, causing Lattice's shares to trade
at artificially inflated levels."
Sugishita Made Laub the "$10 Million Man with 10 Weeks Experience"
Atmel's current board hastily and inappropriately awarded Laub a
lavish and excessive compensation package worth more than $10 million
in cash, stock options and severance benefits. This package
dramatically exceeds any other compensation package in the history of
Atmel.
At the time of Mr. Laub's retention, the Compensation Committee was
comprised of Messrs. Laub, Thomas and Fougere. Mr. Sugishita appears
to have completely usurped the role of the Compensation Committee and
unilaterally negotiated the terms of Mr. Laub's employment agreement.
The Compensation Committee seriously failed to meet all standards of
good corporate governance by hastily approving Laub's pay package,
employment agreement and golden parachute in no more than three days.
We are dismayed by these highly questionable actions by the current
board, which directly conflict with their claimed commitment to
"proper ethics" and compliance.
PROTECT YOUR INVESTMENT - DON'T BE DISTRACTED BY THE LAUB- SUGISHITA SMEAR CAMPAIGN.
Messrs. Laub, Sugishita and the rest of the Atmel board are attempting
to distract you by trying to smear the reputation of George Perlegos.
You are not voting on Mr. Perlegos. He is not a nominee, nor is he seeking any permanent executive position at the Company. He is
Atmel's largest individual shareholder and has asked us to help him
protect his investment and those of all Atmel shareholders.
We strongly believe that, with your support, we can quickly deliver
significant value to all Atmel shareholders by:
-- Making Atmel a pure-play microcontroller Company by disposing
of non-core assets;
-- Promptly hiring a highly-qualified and experienced CEO to run
the Company; and
-- Initiating a $500 million to $1 billion share repurchase
program.
PLEASE SIGN, DATE AND RETURN THE ENCLOSED GREEN PROXY CARD TODAY.
If you have any questions about our solicitation, or need assistance
in voting your GREEN proxy card, please call our proxy solicitors,
MacKenzie Partners, Inc., Toll-Free at (800) 322-2885 or
(212) 929-5500 (call collect) or e-mail them at
proxy@mackenziepartners.com.
Thank you for your careful consideration.
Sincerely,
Brian S. Bean Joseph F. Berardino Bernd U. Braune
Dr. John D. Kubiatowicz George A. Vandeman
Marshall S. Geller John A. Jarrell Gary A. Wetsel
Der finanzen.at Ratgeber für Aktien!
Wenn Sie mehr über das Thema Aktien erfahren wollen, finden Sie in unserem Ratgeber viele interessante Artikel dazu!
Jetzt informieren!
Wenn Sie mehr über das Thema Aktien erfahren wollen, finden Sie in unserem Ratgeber viele interessante Artikel dazu!
Jetzt informieren!
JETZT DEVISEN-CFDS MIT BIS ZU HEBEL 30 HANDELN
Handeln Sie Devisen-CFDs mit kleinen Spreads. Mit nur 100 € können Sie mit der Wirkung von 3.000 Euro Kapital handeln.
82% der Kleinanlegerkonten verlieren Geld beim CFD-Handel mit diesem Anbieter. Sie sollten überlegen, ob Sie es sich leisten können, das hohe Risiko einzugehen, Ihr Geld zu verlieren.
Nachrichten zu Microchip Technology Inc.mehr Nachrichten
Analysen zu Microchip Technology Inc.mehr Analysen
Aktien in diesem Artikel
Microchip Technology Inc. | 64,55 | 0,47% |
Indizes in diesem Artikel
S&P 400 MidCap | 1 854,40 | -0,45% |