Davis Polk is advising Dialog Semiconductor plc in connection with its $4.6 billion acquisition of Atmel Corporation. The transaction is subject to approval by Dialog and Atmel shareholders, along with the receipt of regulatory clearances and the satisfaction of other customary closing conditions. Dialog has arranged committed financing for the transaction from Morgan Stanley Senior Funding, Inc.

In the merger, Atmel shareholders will receive $4.65 in cash and 0.112 of an American Depository Share for each Atmel common share held at close of the transaction, resulting in the economic equivalent of $10.42 per Atmel share based on Dialog’s closing stock price as of September 18, 2015. The transaction is expected to close in the first quarter of 2016. Dialog intends to fund the cash portion of the transaction with a combination of existing cash and $2.1 billion of new debt. Dialog’s ordinary shares are listed on the Frankfurt Stock Exchange and, in connection with this transaction, Dialog’s ADSs are expected to be listed on either The New York Stock Exchange or the Nasdaq Stock Market.

Dialog provides highly integrated standard and custom mixed-signal integrated circuits, optimized for smartphone, tablet, IoT, LED Solid State Lighting - and Smart Home applications. Atmel is a worldwide leader in the design and manufacture of microcontrollers, capacitive touch solutions, advanced logic, mixed-signal, non-volatile memory and radio frequency components.

The Davis Polk U.S. corporate team includes partners Stephen P. Salmon and William M. Kelly. Partner Will Pearce is providing U.K. corporate advice. Rachel D. Kleinberg is providing U.S. tax advice. Partner Jonathan Cooklin is providing U.K. tax advice. Partners Lawrence E. Wieman and Nick Benham are providing credit advice. Partner John B. Reynolds III is providing regulatory advice. Partner Pritesh P. Shah is providing intellectual property and technology advice. Counsel Cynthia Akard is providing executive compensation advice. Members of the Davis Polk team are based in the Northern California, New York, London and Washington DC offices.

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