Atmel Enters Definitive Agreement to Sell Smart Card Business to INSIDE

Atmel Corp. has entered into a definitive agreement to sell its Smart Card (SMS) business based in Rousset, France and East Kilbride, UK, to INSIDE Contactless S.A. following the completion of the information and consultation process with the works council of Atmel Rousset in France. As previously announced, INSIDE signed the agreement on May 2, 2010 subject to acceptance by Atmel following completion of the information and consultation process with the Works Council.

Pursuant to the definitive agreement, INSIDE will pay $37 million in cash at the closing, subject to a post-closing working capital adjustment and an additional cash consideration of up to $21 million if certain earnout targets are met in 2010 and 2011. As part of the transaction, Atmel has agreed to make a minority investment in INSIDE of approximately $4 million. The definitive agreement also provides INSIDE a royalty-based, non-exclusive license to certain business-related intellectual property in order to support the current SMS business and future product development. In addition, INSIDE will enter into a multi-year supply agreement to continue sourcing wafers from the fabrication facility in Rousset, France that Atmel recently sold to LFoundry GmbH. The transaction is expected to close by the end of the third quarter of 2010, subject to certain closing conditions.

Atmel

INSIDE Contactless


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