Microchip and ON Semiconductor Remain Fully Committed to Acquisition Proposal for Atmel

CHANDLER & PHOENIX, Ariz.—(BUSINESS WIRE)—November 12, 2008— Microchip Technology Incorporated (NASDAQ: MCHP) and ON Semiconductor Corporation (NASDAQ: ONNN) today further commented on their proposal to acquire Atmel Corporation (NASDAQ:ATML) for $5.00 per share in cash, which represents a 52.4% premium to Atmels closing price on the last trading day before announcement of the proposal. Microchip also announced today that it intends to nominate a slate of highly qualified directors at Atmels next annual meeting of shareholders and that it has received clearance to acquire Atmel under the Hart-Scott-Rodino Antitrust Improvements Act.

Steve Sanghi, President, Chief Executive Officer and Chairman of Microchip, and Keith Jackson, President and Chief Executive Officer of ON Semiconductor said, Considering the significant value our proposal would create for Atmels shareholders, we were surprised that Atmels Board rejected our offer without engaging in any discussions with us. We remain fully committed to our offer despite unprecedented weakness and volatility in the equity markets, which have resulted in a decline of 23.6% in the Nasdaq Composite Index since we made our proposal.

We are confident that if Atmel were to enter into discussions and permit us to conduct customary due diligence, we would be able to address concerns Atmel has expressed with the perceived conditionality and complexity of our offer. Our preference is to engage in a productive dialogue with Atmel, and we are prepared to discuss all aspects of our proposal. However, given the response of the Atmel Board, Microchip intends to take the offer directly to Atmels shareholders by proposing an alternate slate of directors for Atmels next shareholders meeting.

ON Semiconductor noted that it expects to receive antitrust clearance for its proposed acquisition of Atmels Nonvolatile Memory, RF and Automotive businesses after the necessary filings are made upon execution of an acquisition agreement with Atmel.

Messrs Sanghi and Jackson continued, While we are not going to engage in a debate on the history of our conversations, we disagree with Atmels version of the events prior to our October 1st proposal. More importantly, we believe shareholders should be given the opportunity to decide whether they prefer our all cash premium transaction or Atmel managements risky and unsuccessful turnaround plan a plan significantly challenged by the deteriorating macroeconomic environment.

Forward Looking Statements

Statements in this press release, including those regarding Microchips and ON Semiconductors proposal to acquire Atmel, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as anticipate, believe, expect, intend, estimate (and the negative of any of these terms), future and similar expressions help identify forward looking statements. These forward looking statements are subject to business and economic risk and reflect the current expectations of each of Microchips and/or ON Semiconductors management, as applicable, and involve subjects that are inherently uncertain and difficult to predict. Actual results could differ materially from these forward-looking statements because of factors such as: the possibility that Microchips and ON Semiconductors joint proposal to acquire Atmel will be rejected by Atmels board of directors or shareholders; the possibility that ON Semiconductor will not be able to obtain sufficient financing; the possibility that Microchip and ON Semiconductor will be unable to reach agreement on the terms of the sale of certain Atmel assets; the possibility that, even if Microchips and ON Semiconductors proposal is accepted, Microchip and/or ON Semiconductor will not be able to satisfy closing conditions in any definitive agreement, the transaction will not close or that the closing may be delayed; the effect of the announcement of the proposal on each of Microchips, ON Semiconductors and Atmels strategic relationships, operating results and businesses generally, including the ability to retain key employees; each of Microchips and ON Semiconductors ability to successfully integrate Atmels operations and employees; general economic conditions; and other factors described in Microchips SEC filings (including Microchips Annual Report on Form 10-K for the fiscal year ended March 31, 2008 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2008) and ON Semiconductors SEC filings (including ON Semiconductors Annual Report on Form 10-K for the fiscal year ended December 31, 2007 and Quarterly Report on Form 10-Q for the quarter ended September 26, 2008). If any of these risks or uncertainties materialize, the joint proposal may not be accepted, the acquisitions may not be consummated, the potential benefits of the acquisitions may not be realized, Microchip s, ON Semiconductor s and/or Atmel s operating results and financial performance could suffer, and actual results could differ materially from the expectations described in these forward-looking statements. All information in this press release is as of November 12, 2008. Each of Microchip and ON Semiconductor undertakes no duty to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise.

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