Key Developments: Silicon Storage Technology Inc (SSTI.O)

SSTI.O on Consolidated Issue listed on NASDAQ Global Market

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9 Feb 2010
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Latest Key Developments

Law Offices of Howard G. Smith Announces Investigation On Behalf Of Shareholders Of Silicon Storage Technology, Inc.
Thursday, 4 Feb 2010 03:11pm EST 

Law Offices of Howard G. Smith announced that it is investigating potential claims against the board of directors of Silicon Storage Technology, Inc. related to the Company's agreement to be acquired by Microchip Technology Incorporated (Microchip) and its wholly owned subsidiary Sun Acquisition Corporation. The transaction is valued at approximately $284 million. Under the terms of the definitive merger agreement entered into by the parties, Microchip will acquire all of the outstanding common stock of Silicon Storage for $2.85 per share in cash, and Sun Acquisition Corp. will be merged with and into Silicon Storage. The investigation concerns possible breaches of fiduciary duty and other violations of law related to approval of the merger agreement by the Silicon Storage board of directors. 

Microchip Technology Announces Acquisition of Silicon Storage Technology, Inc. (SST)
Wednesday, 3 Feb 2010 07:00am EST 

Microchip Technology Incorporated announced that it has signed a definitive agreement to acquire Silicon Storage Technology, Inc. (SST), for $2.85 per share in cash. The $2.85 per share represents an approximate 35.7% premium to the amount that the holders of SST common stock would have received under the previously announced merger agreement between SST and Technology Resources Holdings, Inc., and an approximate 53.2% premium to the closing price per share of SST`s stock on November 12, 2009, the last day of trading prior to the announcement of the execution of the definitive merger agreement with Technology Resources Holdings, Inc. As separately announced today by SST, SST has terminated its previously announced merger agreement prior to entering into the definitive agreement with Microchip. The acquisition has been approved by the Boards of Directors of each company and is expected to close in the second quarter of calendar 2010. 

Law Offices of Brian M. Felgoise, P.C. Announces Investigation Of Silicon Storage Technology, Inc.
Monday, 23 Nov 2009 05:04pm EST 

The Law Offices of Brian M. Felgoise, P.C. announced an investigation of potential claims against the Board of Directors of Silicon Storage Technology, Inc., relating to the transaction to take the Company private by Technology Resource Holdings, Inc., a Prophet Equity LP-controlled entity, as well as by members of Silicon Storage`s management team. The investigation is focused on whether the proposed deal provides adequate value to The Company`s shareholders. 

Milberg LLP Announces Filing of Shareholder Class Action Lawsuit Challenging Proposal to Privatize Silicon Storage Technology, Inc. (SST)
Tuesday, 17 Nov 2009 11:16am EST 

The law firm of Milberg LLP announced that it has filed a shareholder class action lawsuit in the Superior Court of the State of California, County of Santa Clara on behalf of a shareholder of Silicon Storage Technology, Inc. against Silicon Storage, the Company's Board of Directors (the Board), Prophet Equity LLC, and Technology Resource Holdings, Inc. (TRH), a wholly owned subsidiary of Prophet. The complaint, filed on November 16, 2009, alleges breaches of fiduciary duty, unjust enrichment and violations of state laws relating to the proposed going-private deal announced on November 13, 2009, in which Silicon Technology agreed to have TRH acquire all of the Company's outstanding shares for $2.10 per share in cash, with the exception of the shares held by Bing Yeh, Chairman of the Company's Board and Chief Executive Officer, and Yaw Wen Hu, the Company's Chief Operating Officer and a Member of the Company's Board, whose shares will convert into an equity stake in the surviving private entity. According to the complaint, the members of the Company's Board breached their fiduciary duties by approving the management-led acquisition of Silicon Storage by private equity buyers TRH and Prophet for inadequate consideration and under circumstances unfair to public Silicon Storage shareholders. 

Law Office of Brodsky & Smith, LLC Announces Investigation On Behalf of Shareholders of Silicon Storage Technology, Inc. (SST)
Tuesday, 17 Nov 2009 10:36am EST 

Law office of Brodsky & Smith, LLC announced that it is investigating potential claims against the Board of Directors of Silicon Storage Technology, Inc. (SST) related to the transaction to take Silicon Storage private by Technology Resource Holdings, Inc., a Prophet Equity LP-controlled entity, as well as by members of Silicon Storage's management team. The deal is valued at approximately $200 million. Under the terms of the transaction Prophet Equity LP will pay Silicon Storage shareholders $2.10 for each share they own in an effort to acquire all of the outstanding common stock of Silicon Storage except for shares held by Bing Yeh, Silicon Storage's Chairman and Chief Executive Officer, and Yaw Wen Hu, Silicon Storage's Executive Vice President and Chief Operating Officer and member of the Board of Directors, who have agreed to exchange all of their shares of Silicon Storage common stock for shares of capital stock of the resulting privately held company. The investigations concerns whether the board breached their fiduciary duties given that Silicon Storage stock traded at $2.53 as recently as October 9, 2009 and on September 29, 2009, Silicon Storage raised its third-quarter earnings and revenue forecast helped by improving sales and lower-than-expected costs. The agreement does contain a go-shop provision that allows the Board's Strategic Committee to seek offers for 45 days after the announcement. The deal is expected to close in the second quarter of 2010. 

Levi & Korsinsky, LLP Investigates Possible Breach of Fiduciary Duty By Silicon Storage Technology, Inc. (SST)
Monday, 16 Nov 2009 10:27am EST 

Levi & Silicon Storage Technology, Inc. (SST) announced that Korsinsky is investigating the Board of Directors of the Company for possible breaches of fiduciary duty and other violations of state law in connection with their attempt to sell the Company to Profit Equity LP, a private equity firm, and certain members of the Company's management team. Under the terms of the transaction, the Company's shareholders will receive $2.10 in cash for each share of the Company they own for a total transaction value of approximately $201 million. 

Stull, Stull & Brody Announces Investigation on Behalf of Shareholders of Silicon Storage Technology, Inc. (SST)
Friday, 13 Nov 2009 06:55pm EST 

Stull, Stull & Brody announced that it has commenced an investigation on behalf of shareholders of Silicon Storage Technology, Inc. for possible breaches of fiduciary duty and other violations of state law in connection with an agreement by Silicon Storage's Board of Directors to sell all of the Company's outstanding shares of common stock, except for shares held by the Company's Chairman and Chief Executive Officer (CEO) and its Chief Operating Officer (COO), at a price of approximately $2.10 per share in cash and to certain members of Silicon Storage's management team together with Technology Resource Holdings, Inc., which is controlled by Prophet Equity LP. The investigation concerns the price to be paid to Silicon Storage shareholders and the process by which the Company's Board is addressing the transaction. The Company's Chairman and CEO, and its COO have agreed to vote their shares in favor of the proposed merger and against any other acquisition proposals and, under the terms of the proposed transaction, would receive shares of the resulting privately-held company in exchange for their currently-held shares of Silicon Storage. Given that Silicon Storage's common stock was trading at $2.58 per share as recently as October 15, 2009, Stull, Stull & Brody is investigating whether the Company's Board of Directors has acted in the best interest of the Company's shareholders and whether the Board has breached its fiduciary duties owed to the Company's shareholders. 

Barrack, Rodos & Bacine Announces Investigation Into Silicon Storage Technology, Inc. (SST)
Friday, 13 Nov 2009 05:02pm EST 

Barrack, Rodos & Bacine announced that it is investigating potential claims against the board of directors of Silicon Storage Technologies, Inc. On November 13, 2009, Silicon Storage announced that they had signed a definitive agreement with Technology Resource Holdings, Inc., a Prophet Equity LP-controlled entity, and members of Silicon Storage`s management team to acquire all outstanding shares for $2.10 per share in cash. This is only a 13% premium to the previous day`s closing price of the shares and values the Company at $201 million. Shares have traded above $2.10 per share as recently as October 29, 2009, and have traded higher than the offer price since the acquisition announcement was made public. The investigation concerns possible breaches of fiduciary duty and other violations of state law related to the acquisition proposal made between Prophet Equity LP and the Board of Directors of Silicon Storage. 

Silicon Storage Technology, Inc. (SST) To Be Acquired For $2.10 Per Share
Friday, 13 Nov 2009 09:25am EST 

Silicon Storage Technology, Inc. (SST) announced that it has entered into a definitive merger agreement to be acquired by Technology Resource Holdings, Inc., a Prophet Equity LP-controlled entity, as well as by members of SST's management team. Prophet Equity LP will acquire all of the outstanding common stock of the company for $2.10 per share, except for shares held by Bing Yeh, SST's Chairman and Chief Executive Officer, and Yaw Wen Hu, SST's Executive Vice President and Chief Operating Officer and member of the Board of Directors, who have agreed to exchange all of their shares of SST common stock for shares of capital stock of the resulting privately held company. This price per share represents approximately a 13% premium to the closing price per share of SST's stock on November 12, 2009. SST's Board of Directors, acting upon the recommendation of a Strategic Committee composed of all of SST's independent directors, approved the agreement and resolved to recommend that the company's shareholders adopt and approve the agreement. The transaction is expected to close in the second quarter of 2010. Houlihan Lokey is serving as the exclusive financial advisor to the Strategic Committee of the Board of Directors in connection with the transaction. Shearman & Sterling LLP is serving as legal advisor to the Strategic Committee of the Board of Directors in connection with the transaction. 

Silicon Storage Technology, Inc. (SST) Issues Q4 2009 Outlook
Tuesday, 27 Oct 2009 04:06pm EDT 

Silicon Storage Technology, Inc. (SST) announced that for fourth quarter of 2009, it expects revenues to be between $67-$72 million and net income per share (EPS) to be between $0.00-$0.03. 

Microchip to buy Silicon Storage for $273 million

BANGALORE (Reuters) - Semiconductor company Microchip Technology Inc said it would buy Silicon Storage Technology for about $273 million, topping an earlier offer to acquire the flash chip maker.

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