德国法兰克福当地时间9月20日（周日），德商Dialog Semiconductor和美商Atmel共同宣布，Dialog以总价近46亿美元的现金和股票收购Atmel。这桩收购案将使Dialog成为全球电源管理芯片和嵌入式解决方案的领导者，这次收购将使Dialog在新能源、移动设备电源管理、物联网即汽车电子领域实现快速增长，两家公司合并以后创造一些新的市场机会。

本次收购的关键点：

■  Dialog收购Atmel以后将成为全球电源管理芯片和嵌入式处理器的领导者，两家营收合并为27亿美元（过去12个月的营收）。

■  合并后的公司客户来源更广泛，将横跨移动设备电源管理、物联网和汽车电子市场

■  合并后Dialog将在电源管理、微处理器、物联网安全连接平台等领域具有领导地位

■  Dialog预计收购完成以后，两年内将在成本方面节省1.5亿美元

■  2017年两家的营收将正式合并，这将强加Dialog的每股收益。

今年很多半导体公司在30多岁的时候烟消云散了

目前两家公司的董事会均一致通过了该收购案，接下来两家公司只需要在股东大会通过协议以后，等监管部门与司法机构批准此项交易，即可期望于2016年第一季度完成此项收购案。

中国电子收购愿望落空

早几天有知情人士透露中国电子曾洽谈收购Atmel，称，中国电子拟以每股8.5美元收购爱特梅尔，双方正在磋商当中。当日Atmel收报8.18美元，市值34亿美元。现在看来，中国资本并没有达到有钱就一定任性的程度，因为美国对中国买家的监管审查很严格，还需要获得美国海外投资委员会的批准。果然，最后Atmel选择了别人。

原文地址：Dialog Semiconductor to acquire Atmel for $4.6 Billion

Dialog Semiconductor and Atmel Corporation (Nasdaq: ATML) announced that Dialog has agreed to acquire Atmel in a cash and stock transaction for total consideration of approximately $4.6 billion. The acquisition creates a global leader in both Power Management (2) and Embedded Processing solutions. The transaction results in a fast growing and innovative powerhouse, supporting Mobile Power, IoT and Automotive customers. The combined company will address an attractive, fast growing market opportunity of approximately $20 billion by 2019.

Key points:

Transforms Dialog into a global leader in both Power Management and Embedded Processing with $2.7 billion of combined revenues (1);

Diversifies customer base across Mobile Power, IoT and Automotive markets;

Combines leadership positions in Power Management, Microcontrollers (MCUs), Connectivity and Security to deliver comprehensive Internet of Things (IoT) platforms;

$150 million of projected annual cost synergies expected to be achieved within two years;

Combination is expected to be accretive to underlying EPS in 2017, the first full year following closing.

Dialog will complement its leadership position in Power Management ICs with a leading portfolio of proprietary and ARM® based Microcontrollers in addition to high performance ICs for Connectivity, Touch and Security. Dialog will also leverage Atmel’s established sales channels to significantly diversify its customer base. Through realized synergies, we expect the combination will deliver an improved operating model and enable new revenue growth opportunities.

“The rationale for the transaction we are proposing today is clear – and the potential this combination holds is exciting. By bringing together our technologies, world-class talent and broad distribution channels we will create a new, powerful force in the semiconductor space. Our new, enlarged company will be a diversified, high-growth market leader in Mobile Power, IoT and Automotive. We firmly believe that by combining Power Management, Microcontrollers, Connectivity and Security technologies, we will create a strong platform for innovation and growth in the large and attractive market segments we serve. This is an important and proud milestone in the evolution of our Dialog story,” said Jalal Bagherli, Dialog Chief Executive Officer.

“This transaction combines two successful companies and will create significant value for Atmel and Dialog shareholders, customers and employees. Adding Dialog’s world-class capabilities in Power Management with Atmel’s keen focus on Microcontrollers, Connectivity and Security will enable Dialog to more effectively target high-growth applications within the Mobile, IoT and Automotive markets,” said Steven Laub, Atmel President and Chief Executive Officer.

In 2017, the first full year following closing, the transaction is expected to be accretive to Dialog’s underlying earnings. Dialog anticipates achieving projected annual cost savings of $150 million within two years. Under the terms of the agreement, Atmel shareholders will receive $4.65 in cash and 0.112 of a Dialog American Depository Share (“ADS”)(3) for each Atmel common share held at close of the transaction resulting in the economic equivalent of $10.42 per Atmel share based on Dialog’s closing stock price as of 18 September 2015. The purchase price implies a total equity value for Atmel of approximately $4.6 billion and a total enterprise value of approximately $4.4 billion after deduction of Atmel’s net cash.

The transaction is expected to close in the first quarter of calendar 2016. Dialog intends to fund the transaction with a combination of existing cash, $2.1 billion of new debt and the issuance to Atmel shareholders of approximately 49 million ADSs expected to be listed on the New York Stock Exchange or the NASDAQ Stock Market. Post transaction, it is projected that Atmel shareholders will own approximately 38 percent of the combined company. The transaction would result in a capital structure with leverage of approximately 3x Net Debt/Estimated LTM EBITDA at closing. Dialog expects to continue to have a strong cash flow generation profile and have the ability to substantially pay down the transaction debt approximately three years after closing.

The transaction has been unanimously approved by the boards of directors of both companies and is subject to regulatory approvals in various jurisdictions and customary closing conditions, as well as the approval of Dialog and Atmel shareholders. Jalal Bagherli will continue to be the Chief Executive Officer and Executive Board Director of Dialog. Two members of Atmel’s existing Board will join Dialog’s Board following closing.

The transaction is not subject to a financing condition. Dialog has received a financing commitment from Morgan Stanley Senior Funding, Inc. in connection with the acquisition. The financing commitment includes a $2.1 billion senior secured credit facility.

Morgan Stanley acted as Dialog’s exclusive M&A transaction advisor. Davis Polk & Wardwell LLP and Reynolds Porter Chamberlain LLP (RPC) served as Dialog’s legal advisors. Qatalyst Partners acted as exclusive M&A transaction advisor to Atmel. Jones Day served as Atmel’s legal advisor.

(1) Last Twelve Months (LTM).

(2) Power Management segment defined as power management solutions for mobile platforms including smartphones, tablets, portable PCs and wearable-type devices.

(3) One Dialog ADS equal to one Dialog share of common stock.

Conference call information

Dialog and Atmel will host two joint conference calls on September 21, 2015 at; 10:00 (CET) / 9:00 (UK), and a second call at 14:00 (CET) / 13:00 (UK) / 08:00 (EDT) / 05:00 (PDT)

European analyst and investor call

Time: 10:00 (CET) / 09:00 (UK)

Participants will need to state they are joining the Dialog Semiconductor call.

Conference Number: +44 (0) 20 3003 2666

US analyst and investor call

14:00 (CET) / 13:00 (UK) / 08:00 (EDT) / 05:00 (PDT)

Participants will need to state they are joining the Dialog Semiconductor call.

Conference Number: +1 646 843 4608 / +44 (0) 20 3003 2666