– Reiterates Intention To Vote Against The Value Destructive Transaction
– Urges Other Dialog Members and CI Holders (collectively “Dialog Shareholders”) To Do The Same
NEW YORK–(BUSINESS WIRE)–Dear Fellow Dialog Shareholders:
We are writing to you on behalf of Elliott Associates, L.P. and Elliott International, L.P. (together, “Elliott” or “we”) which combined own interests in 5.0% of the voting rights exercisable in Dialog Semiconductor PLC (XTRA: DLG) (the “Company” or “Dialog”).
On 20 September 2015 Dialog announced it had entered into a binding agreement to acquire Atmel Corporation (“Atmel”) for total consideration of approximately US$4.6bn (the “Transaction”).
On 9 November 2015 Elliott publically released documents (the “Initial Documents”) which outlined in detail the many reasons we believe that the Transaction’s consummation would be value destructive for Dialog Shareholders. On 11 November 2015 Elliott publically released an additional letter (the “Additional Letter”) providing further explanation of our position regarding the Transaction. The Initial Documents, the Additional Letter and this letter can be found at www.VoteAgainstAtmel.com.
We intend to VOTE AGAINST the Transaction with our entire 5.0% ownership interest and continue to urge you to do the same.
The Transaction requires the approval of the simple majority of Dialog Shareholders voting at the forthcoming Dialog Shareholder meeting to be held on 19 November 2015 (the “General Meeting”) – historical turnouts at Dialog general meetings have been as low as 30% over the last five years – your vote will make a difference.
It is not too late to VOTE AGAINST the Transaction, but do not delay and instruct the Company or your custodian(s) or nominee(s) as soon as possible. The official proxy voting deadline is 12 noon GMT (1.00 p.m. (CET)) on Tuesday 17 November 2015 (the “Record Date”). Although proxy votes may be cast or changed up to the Record Date, custodians and nominees will have a deadline in advance of this date, but may continue to process votes on a best endeavours basis through to the Record Date. Should you require assistance with any part of the voting process, please contact Boudicca Proxy Consultants (contact details can be found below).
Following the publication of the Additional Letter, we have continued to be pleased and encouraged by the feedback we have received from fellow Dialog Shareholders and look forward to further engagement over the coming days.
Elliott Management Corporation
About Elliott Management Corporation
Elliott Management Corporation manages two multi-strategy hedge funds which combined have more than US$27 billion of assets under management as at 1 October 2015. Its flagship fund, Elliott Associates, L.P., was founded in 1977, making it one of the oldest hedge funds under continuous management. The Elliott funds’ investors include pension plans, sovereign wealth funds, endowments, foundations, funds-of-funds, high net worth individuals and families, and employees of the firm.
Disclosure of Potential Conflicts of Interest
Elliott intends to vote its interests in the Company held at the record date for the General Meeting, being 12.00 noon GMT (1.00 p.m. (CET)) on 17 November 2015, against the proposed resolution.
Elliott is neither affiliated with Dialog nor Atmel. However, as at the date of this document, Elliott holds a long position in Dialog against which it has short positions in a number of related semiconductor companies (including Atmel) and a semiconductor index.
Elliott acquired interests in the securities of the Company based on its belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to Elliott, and the availability of securities of the Company at prices that would make the purchase or sale of such securities desirable, Elliott may seek to increase or decrease its long position in the Company. The foregoing sentences apply mutatis mutandis to Elliott’s aforementioned short positions. Elliott intends to be a Dialog Shareholder for as long as we think the Company is trading at a discount to its fundamental value.
This document sets out the views of Elliott Management Corporation, Elliott Associates, L.P. and Elliott International, L.P. (collectively, “Elliott”) and their respective affiliates, concerning the proposed acquisition of Atmel Corporation by Dialog Semiconductor plc (“Dialog”) (the “Transaction”).
This document does not constitute a financial promotion of any kind by Elliott or any affiliate, and the receipt of this document in no way renders you a client of Elliott or any affiliate. The information contained in this document should not be construed as investment or tax advice, nor should it be construed as an invitation to purchase or sell any of your shares or CIs in Dialog. If you are in any doubt as to the action you should take, you should seek advice from an appropriately qualified independent financial or other adviser.
The information contained in this document (which may include price or other data) is for illustrative purposes only and may not be comprehensive or up to date. In preparing this document, Elliott has relied upon and assumed, without independent verification, the accuracy, reliability and completeness of all information available from public sources. No responsibility is accepted and no representations, undertakings or warranties are made or given, in either case expressly or impliedly, by Elliott or any affiliate as to the reliability, accuracy, timeliness, completeness or fitness for a particular purpose of information contained in this document or as to the reasonableness of any assumptions on which any of the same is based. Additionally, neither Elliott nor any affiliate accepts any direct or consequential liability for any errors in or reliance upon the contents of this document. Neither Elliott nor any affiliate will be responsible for updating any information contained within this document and opinions and information contained herein are subject to change without notice. Certain figures included in this document have been subject to rounding adjustments.
The release, publication or distribution of this document in jurisdictions other than the United Kingdom and Germany may be restricted under the laws of those jurisdictions and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.
+++++ Additional features:
Document: http://n.equitystory.com/c/fncls.ssp?u=VAXOGNJPKU Document title: Elliott DS Follow-up Letter 3 (PDF Download)
Elliott Management Corporation
Tel: +1 212 478 2017
Charles Barker Corporate Communications
Tel: +49 69 79 40 90 24
Boudicca Proxy Consultants
UK Freephone: 0808 101 3464
German Freephone: 0800 186 0246