Atmel Announces Proposed Sale of SMS Business to INSIDE Contactless

SAN JOSE, Calif., May 4 /PRNewswire/ -- Atmel® Corporation (Nasdaq: ATML), a leader in microcontroller and touch solutions, today announced that INSIDE Contactless S.A. ("INSIDE"), based in Aix-en-Provence, France, has submitted to Atmel a signed agreement offering to purchase, for cash consideration, Atmel's Secure Microcontroller Solutions (SMS) business based in Rousset, France and East Kilbride, UK.  As part of the proposed transaction, Atmel would make a minority equity investment in INSIDE.  In addition, INSIDE would enter into a multi-year supply agreement to continue sourcing wafers from the fabrication operation in Rousset, France that Atmel recently agreed to sell to LFoundry GmbH.  

Atmel is presenting INSIDE's offer to the members of the Works Council in Rousset today.  After completion of the information and consultation process with the Rousset Works Council in accordance with French law, Atmel will seek authorization from its Board of Directors to enter into the purchase agreement with INSIDE, with the transaction expected to close in the second half of 2010, subject to certain closing conditions.  

"We are excited about the potential combination of Atmel's SMS business with INSIDE Contactless, a leading provider of advanced, open-standard contactless chip technologies," said Steven Laub, Atmel's President and Chief Executive Officer.  "In addition to further advancing our strategic focus on Atmel's core microcontroller and touch technologies, we believe that the highly complementary nature of the INSIDE business and the SMS product portfolio should create a positive outcome for both the SMS employees and customers."

"We believe combining Atmel's SMS business with INSIDE should create exciting opportunities for our customers and the smart card industry.  The products, technologies, customer base and operations of the SMS business would complement our own, resulting in a world-class company with greater depth and breadth to service our customers," said Remy de Tonnac, Chief Executive Officer of INSIDE Contactless.  "Atmel's SMS business has succeeded because of its people, skills and technology, and we now expect these strengths to reinforce our leadership in contactless technology and allow us to extend our business into new areas.  We believe the result will be a fabless semiconductor category leader with the requisite technology, products and scale to create significant value for our customers and investors."

Today's announcement is part of Atmel's pursuit of strategic alternatives for its ASIC business and related manufacturing assets, and follows the agreement to sell Atmel's wafer fabrication operation in Rousset, France, to LFoundry GmbH, which is expected to close during the second quarter of 2010.  

Financial terms of the proposed INSIDE transaction and separate minority equity investment in INSIDE were not disclosed.

About INSIDE Contactless

INSIDE Contactless leads the market in open-standard contactless innovation.  The company has delivered 400 million contactless platforms worldwide, and its contactless payment and Near Field Communication (NFC) solutions power the next generation of payment, transit, identity and access control applications.  INSIDE's work in contactless standards and its 69 families of patents, including essential NFC patents, play a leading role in establishing industry direction.  INSIDE is headquartered in Aix-en-Provence, France, with offices in Paris, Shanghai, Singapore, Warsaw, Seoul, Bangkok and San Francisco.  For more information, please visit www.insidecontactless.com

About Atmel

Atmel is a worldwide leader in the design and manufacture of microcontrollers, capacitive touch solutions, advanced logic, mixed-signal, nonvolatile memory and radio frequency (RF) components.  Leveraging one of the industry's broadest intellectual property (IP) technology portfolios, Atmel provides the electronics industry with complete system solutions focused on industrial, consumer, security, communications, computing and automotive markets.  For more information, please visit www.atmel.com

Safe Harbor for Forward-Looking Statements

Information in this release regarding Atmel's forecasts, outlook, expectations and beliefs are forward-looking statements that involve risks and uncertainties.  These statements include statements about the potential sale of Atmel's SMS business to INSIDE Contactless, as well as the effects of such a transaction if agreed by Atmel and subsequently consummated; Atmel's transformation plans; and Atmel's strategies.  All forward-looking statements included in this release are based upon information available to Atmel as of the date of this release, which may change, and we assume no obligation to update any such forward-looking statements.  These statements are not guarantees of future performance and actual results could differ materially from our current expectations.  Factors that could cause or contribute to such differences include general economic conditions; risk relating to the negotiation, signing and closing of a potential transaction with INSIDE Contactless, including the risk that INSIDE is not able to obtain financing commitments from its investors and that the parties may not sign definitive agreements relating to the transaction; that required approvals may not be obtained in a timely manner or at all, or that other conditions are not satisfied; the inability to realize the anticipated benefits of a potential transaction with INSIDE Contactless, if consummated, or of  our other recent strategic transactions, restructuring plans and other initiatives in a timely manner or at all; unanticipated costs and expenses or the inability to identify expenses which can be eliminated; and other risks detailed from time to time in Atmel's SEC reports and filings, including our Form 10-K for the year ended December 31, 2009, filed on March 1, 2010, and our subsequent Form 10-Q reports.

SOURCE Atmel Corporation