Business and Finance
SAN JOSE, Calif. (Map) -
The Micrel Board of Directors (the "Board") and management team are
committed to enhancing shareholder value. As OCM acknowledges, Micrel has
established the foundation for future success by securing key competitive
strengths including a leading reputation in the industry, strong technology
platform, valuable manufacturing competency and attractive customer base. The
Board and management also have overseen an active share repurchase program
under which the Company has repurchased over 10% of its outstanding common
shares since the beginning of 2007 alone. Furthermore, to provide a more
direct return to Micrel shareholders, the Board initiated a quarterly dividend
payment in
"Micrel's strategy of targeting diversified, growing end markets with a
broad portfolio of high performance products has produced a resilient business
model that generates consistent profitability and strong cash flows," stated
"Since Micrel was established in 1978, the Company's objective has been to
create an enduring enterprise that creates shareholder value over the long-
term," stated
Consistent with its fiduciary duties to the Company and its shareholders, the Board reviews the financial and strategic position of the Company on an ongoing basis. The Company has been working with its financial and legal advisors to provide additional assistance to the Board in studying the capital structure, financial and strategic issues faced by the Company. There is no assurance that any action will be taken as a result of this review.
In connection with this evaluation, the Board has adopted a limited duration Shareholder Rights Plan (the "Rights Plan"). The Rights Plan is designed to ensure that all of the Company's shareholders receive fair and equal treatment in the event of any unsolicited takeover of the Company and to protect shareholders from partial tender offers, open market accumulations and other abusive or coercive tactics to gain control of the Company without offering an adequate price to all shareholders. The Rights Plan is not intended to prevent a takeover, but rather to encourage anyone seeking to acquire the Company to negotiate with the Board of Directors prior to attempting a takeover. The Rights Plan is intended to enable all of the Company's shareholders to realize the long-term value of their investment in the Company.
As a result of the Board's adoption of the Rights Plan, one preferred
stock purchase right will be distributed as a dividend on each common share
held of record as of the close of business on
Initially the rights will be represented by the Company's Common Stock
certificates and will not be exercisable. If any person or group becomes the
beneficial owner of 15% or more of Micrel's Common Stock (which includes for
this purpose stock referenced in derivative transactions and securities) at
any time after the
The Company may redeem the Rights at a price of
About Micrel, Inc.
Micrel Inc., is a leading global manufacturer of IC solutions for the
worldwide analog, Ethernet and high bandwidth markets. The Company's products
include advanced mixed-signal, analog and power semiconductors; high
performance communication, clock management, Ethernet switch and physical
layer transceiver ICs. Company customers include leading manufacturers of
enterprise, consumer, industrial, mobile, telecommunications, automotive, and
computer products. Corporation headquarters and state-of-the-art wafer
fabrication facilities are located in
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This press release includes statements that qualify as forward-looking
statements under the Private Securities Litigation Reform Act of 1995. These
forward-looking statements include, but are not limited to, statements about
the following topics: our beliefs regarding our strategy and key competitive
strengths, our ability to drive returns and increase and maximize shareholder
value, our ability to generate profitability and cash flows, and our
expectations regarding future financial results, including revenues and
profitable growth. Forward-looking statements are subject to certain risks
and uncertainties that could cause actual results to differ materially. Those
risks and uncertainties include, but are not limited to, such factors as:
softness in demand for our products; customer decisions to cancel, reschedule,
or delay orders for our products; the effect that lead times and channel
inventories have on the demand for our products; economic or financial
difficulties experienced by our customers; the effect of business conditions
in the computer, telecommunications and industrial markets; the impact of any
previous or future acquisitions; changes in demand for networking or high
bandwidth communications products; the impact of competitive products and
pricing and alternative technological advances; the accuracy of estimates used
to prepare the Company's financial statements; the global economic situation;
the ability of the Company's vendors and subcontractors to supply or
manufacture the Company's products in a timely manner; the timely and
successful development and market acceptance of new products and upgrades to
existing products; softness in the economy and the U.S. stock markets as a
whole; fluctuations in the market price of Micrel's common stock and other
market conditions; the difficulty of predicting our future cash needs; the
nature of other investment opportunities available to the Company from time to
time; Micrel's operating cash flow and other factors disclosed in Micrel's
periodic reports filed with the SEC. For further discussion of these risks
and uncertainties, we refer you to the documents the Company files with the
SEC from time to time, including the Company's Annual Report on Form 10-K for
the year ended
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