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ATML > SEC Filings for ATML > Form 8-K on 9-Jul-2014All Recent SEC Filings

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Form 8-K for ATMEL CORP


Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Item 1.01. Entry into a Material Definitive Agreement.

On July 3, 2014, Atmel Corporation ("Atmel") entered into a definitive agreement to acquire Newport Media, Inc. ("NMI"), pursuant to an Agreement and Plan of Merger, dated as of July 3, 2014, by and among Atmel, Marina MCU Acquisition Corporation, NMI and Shareholder Representative Services LLC as representative (the "Merger Agreement").

Under the terms of the Merger Agreement, Atmel will acquire NMI for $140 million in cash, subject to working capital and other adjustments, plus an additional earn-out of up to $30 million to be paid subject to achievement of future revenue thresholds over two years.

The Merger Agreement contains customary representations, warranties and covenants by Atmel and NMI. The representations and warranties of each party have been made solely for the benefit of the other parties to the Merger Agreement and may not be relied upon by any other persons (except to the extent expressly provided by the terms of the Merger Agreement). In addition, the representations and warranties (i) have been qualified by a disclosure schedule that the parties have delivered in connection with the execution of the Merger Agreement, (ii) are subject to materiality standards set forth in, and established by, the Merger Agreement, which may differ from materiality standards used in other contexts or by other persons and (iii) were made as of specific dates. Representations and warranties may be used for diligence purposes, to allocate risk among parties or to determine whether closing conditions have been satisfied or require waiver. Information regarding a party may also change after the date on which the representations and warranties were made. As a result, reference solely to the representations and warranties of a party outside the context of the disclosure schedules, and without reference to, or knowledge of, other qualifications or limitations set forth in the Merger Agreement, should not necessarily be considered a statement of fact, current or prospective, about that party. A portion of the aggregate consideration will be held in escrow to secure the indemnification obligations of the NMI security holders, including indemnification obligations related to the breach of representations, warranties and covenants contained in the Merger Agreement. The closing of the transaction is subject to customary closing conditions, including regulatory approvals in the U.S., and is expected to occur during the third quarter of 2014.

Either Atmel or NMI may terminate the Merger Agreement if the closing has not occurred on or prior to December 31, 2014, or such other date as is agreed by the parties, and in certain other circumstances including the failure to obtain required regulatory approvals.

Atmel expects to fund the transaction with available cash on hand and borrowings under its existing credit facility.

The foregoing summary of the Merger Agreement and the transactions contemplated thereby do not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which will be filed as an exhibit to Atmel's Quarterly Report on Form 10-Q for the quarter ending June 30, 2014.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.                               Description

   99.1       Press Release, dated July 7, 2014, titled "Atmel to Acquire Newport
              Media - Strengthening its Leadership Position in the IoT Market."

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