DEFA14A 1 ddefa14a.htm DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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SCHEDULE 14A

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The following is the text of a press release issued by Micrel, Incorporated on May 15, 2008:

 

Investor Contact:      Media Contacts:
Richard Crowley      Paul Kranhold/Andrew Cole/Diane Henry
Micrel, Incorporated      Sard Verbinnen & Co
(408) 944-0800      (415) 618-8750
Or     
Amy Bilbija     
MacKenzie Partners, Inc     
(650) 798-5206     

LOGO

All Four Independent Proxy Voting Advisory Firms Recommend Against

Obrem Proposals to Take Over Company at May 20 Special Meeting

Proxy Governance Most Recent to Recommend Micrel Shareholders Vote

Against All Obrem Proposals

San Jose, CA, May 15, 2008 — Micrel, Incorporated (Nasdaq:MCRL) today reported that Proxy Governance, Inc., an independent proxy voting advisory firm, recommends that shareholders vote against all the proposals made by Obrem Capital Management (“OCM”) at the May 20, 2008 Special Meeting of Micrel shareholders. In referring to OCM’s proposals and nominees, Proxy Governance stated in its report: “This proxy challenge may single-handedly redefine the term “ill-advised.””

Proxy Governance joins the other independent proxy voting advisory firms, Glass Lewis & Co, RiskMetrics and Egan-Jones, in recommending that shareholders vote against OCM’s proposals to take over Micrel’s Board of Directors. Proxy Governance, Glass Lewis and Egan-Jones all recommend shareholders use the WHITE proxy card mailed to them by Micrel to place their votes and that shareholders should not vote the gold proxy card provided by OCM.

In its report, Proxy Governance also stated:

 

   

“For a company with a non-zero probability of continuing on a stand-alone basis, the dissident slate is underwhelming: two former industry executives with sales and distribution experience, four investment analysts or managers, and no one with operational experience in the company’s primary business of semiconductor R&D, design and manufacturing. Four of the nominees have no prior public board experience, making the remaining two nominees – each, according to the dissident proxy, with one public board directorship under his belt – comparatively awash with experience.”


   

“Shareholders, understandably, may feel they’ve been offered no choice at all: electing a new board so heavily committed to a sale, led by a core group of newly-minted investment managers so unprepared for other possible outcomes, may be the surest recipe for a fire sale of the company.”

 

   

“In adopting the pill, we believe the board acted to protect shareholder interests from what it perceived to be a specific threat. Because the defensive measure has a limited duration and will not preclude a negotiated strategic transaction, we are unconvinced the proposal to repeal the rights plan is in the best interests of shareholders.”

Commenting on the Proxy Governance report, the Company said, “We appreciate Proxy Governance’s full support of our position on OCM’s attempt to take over Micrel and force a sale of the company during the most challenging market conditions the industry has seen in years. It echoes support we are hearing from large shareholders. We look forward to the May 20th vote so we can focus 100% on the business and creating value for all shareholders.”

About Micrel, Incorporated

Micrel, Incorporated 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 San Jose, California with regional sales and support offices and advanced technology design centers situated throughout the Americas, Europe and Asia. In addition, the Company maintains an extensive network of distributors and reps worldwide. Web: http://www.micrel.com.

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