DFAN14A 1 d881037_def14-a.htm OBREM CAPITAL MGMT d881037_def14-a.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
 
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.  )

Filed by the Registrant   ¨

Filed by a Party other than the Registrant   x

Check the appropriate box:

¨           Preliminary Proxy Statement

¨           Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))

¨           Definitive Proxy Statement

¨           Definitive Additional Materials

x           Soliciting Material Under Rule 14a-12

MICREL, INCORPORATED
(Name of Registrant as Specified in Its Charter)
 
Obrem Capital Management, LLC
Obrem Capital (GP), LLC
Obrem Capital Offshore Master, L.P.
Obrem Capital (QP), L.P.
Andrew V. Rechtschaffen
Eric W. Gomberg
Keith R. Gollust
Keith M. Kolerus
Bill R. Bradford
Benjamin J. Goren
 
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x           No fee required.

¨           Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
(1)           Title of each class of securities to which transaction applies:
-
 


 
 

 

 
(2)           Aggregate number of securities to which transaction applies:
-
 

 
(3)           Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
-
 

 
(4)           Proposed maximum aggregate value of transaction:
-
 

 
(5)           Total fee paid:
-
 

 
¨           Fee paid previously with preliminary materials:
-
 

 
¨          Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid 
      previously.  Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
 

 
(1)           Amount previously paid:
-
 


(2)           Form, Schedule or Registration Statement No.:
-
 


(3)           Filing Party:
-
 

 
(4)           Date Filed:
-




 
 

 


 
The following is the text of a press release issued by Obrem Capital Management, LLC on May 6, 2008.
 
FOR IMMEDIATE RELEASE
 
OBREM CAPITAL WELCOMES GLASS LEWIS REPORT RECOGNIZING NEED FOR CHANGE AT MICREL
 
New York, May 6, 2008—Obrem Capital Management, LLC today welcomed a report by shareholder advisory service Glass Lewis recognizing the need for change at Micrel, Incorporated (NASDAQ: MCRL). In particular, Glass Lewis concluded that Micrel shareholders should be concerned with the Company’s stock price performance, and said that, “We find the Company’s stock price has generally underperformed its peers in recent years.”
 
Further, Obrem noted that Glass Lewis objected to the Board’s recent decision to institute a “poison pill plan” that Glass Lewis describes as “contrary to the interests of shareholders.” Accordingly, Glass Lewis has recommended shareholders vote AGAINST Micrel director David Conrath, and FOR the Obrem proposal regarding the redemption of the poison pill plan. According to Glass Lewis, “the board may benefit from the presence of a new independent director,” and “we believe that the removal of Mr. Conrath may provide the opportunity for a[n Obrem] nominee to be elected to the Board.”
 
Obrem observed, “Glass Lewis’ analysis clearly makes the case that Micrel’s stock has underperformed, and that management and the Board has reacted by enacting shareholder-unfriendly provisions, rather than focusing on what needs to be done to create shareholder value. However, we respectfully disagree with Glass Lewis’ decision at this time not to recommend for all of our director nominees, based partly on what it describes as Obrem not presenting ‘a substantive plan for improvement other than facilitating the sale of the company.’ We will shortly be providing further detail on Obrem’s turnaround plan for Micrel, in the event that a sale of the Company is not the value maximizing strategy for Micrel shareholders. We strongly believe that shareholders are better off with our independent nominees on the Board, and urge Micrel shareholders to vote the GOLD card for Shareholder Value at Micrel.”
 
Shareholders who have any questions about voting, or want more information, should contact Obrem’s proxy solicitors, Innisfree M&A Incorporated, toll free at 1.888.750.5834. Shareholders may also view Obrem’s definitive proxy statement, which was filed with the Securities and Exchange Commission on April 25, 2008.
 
Contacts:
Media
Investors
Jeremy Fielding/Lin Wu
Arthur Crozier
Kekst and Company
Innisfree M&A Incorporated
(212) 521-4800
(212) 750-5833
 
 

 
SK 25940 0001 881037