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Micrel, Incorporated Announces Intent to Delist From NASDAQSAN JOSE, Calif., July 20, 2015 /PRNewswire/ -- Micrel, Incorporated (NASDAQ: MCRL) ("Micrel") today announced that it intends to delist Micrel's common stock from NASDAQ in connection with the pending acquisition of Micrel by Microchip Technology Incorporated ("Microchip"), by means of a first step merger of Mambo Acquisition Corp., a California corporation and wholly owned subsidiary of Microchip, with and into Micrel (the "Merger"), with Micrel surviving the Merger as a wholly owned subsidiary of Microchip (the "Interim Surviving Company"), and a second step merger of the Interim Surviving Company into Mambo Acquisition LLC, with Mambo Acquisition LLC surviving the second step merger as a wholly owned subsidiary of Microchip. The first step merger is expected to be completed on August 3, 2015, subject to adoption of the merger agreement by Micrel's shareholders and certain other conditions contained in the merger agreement. In accordance with the rules of the Securities and Exchange Commission and NASDAQ, Micrel has provided written notice to NASDAQ of its intent to delist. Micrel intends to file a Form 25 with the Securities and Exchange Commission on July 27, 2015, to effect the delisting. By operation of law, the delisting will be effective ten days after the filing of the Form 25. Micrel reserves the right to delay the filing of the Form 25 or subsequently withdraw or amend any previously filed Form 25. If the first step merger is completed prior to the effective date of the delisting, trading of Micrel common stock on NASDAQ will be suspended at that time. Provided that the requirements for deregistration are met, in due course, Micrel intends to file a Form 15 with the Securities and Exchange Commission under the Exchange Act of 1934, as amended (the "Exchange Act"), requesting the deregistration of the Shares under Section 12(g) of the Exchange Act and the suspension of Micrel's reporting obligations under Section 15(d) of the Exchange Act. As of the date of the filing of the Form 15, the obligation of the Company and its subsidiaries to file reports under the Exchange Act, including Forms 10-K, 10-Q and 8-K, will be immediately suspended. Other filing requirements will terminate upon the effectiveness of the deregistration under Section 12(g) of the Exchange Act, which is expected to occur 90 days after the filing of the Form 15. About Micrel About Microchip Cautionary Statement Regarding Forward-Looking Information Additional Information and Where to Find It A free copy of the Proxy Statement/Prospectus, as well as other filings containing information about the Microchip and the Company, may be obtained at the SEC's Internet site (http://www.sec.gov). You may also obtain these documents, free of charge, from Microchip, 2355 West Chandler Boulevard, Chandler, Arizona 85224, Telephone: (480) 792-7200, Attn: Investor Relations, or from the Company, 2180 Fortune Drive, San Jose, California 95131, Telephone: (408) 944-0800, Attn: Robert E. DeBarr. The Company, Microchip and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of the Company in connection with the proposed Merger. Information about the directors and executive officers of the Company and their ownership of the Company's common stock is set forth in the Company's Annual Report on Form 10-K/A, which was filed with the SEC on April 24, 2015. Information about the directors and executive officers of Microchip is set forth in Microchip's Annual Report on Form 10-K/A, which was filed with the SEC on June 8, 2015. Additional information regarding the interest of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Proxy Statement/Prospectus regarding the proposed Merger. Free copies of this document may be obtained as described in the preceding paragraph.
To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/micrel-incorporated-announces-intent-to-delist-from-nasdaq-300115705.html SOURCE Micrel, Incorporated |