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[] Cautionary Statement:
Statements about the expected timing, financial impact and
effects of the proposed transaction, and other statements
in this presentation that are not historical facts, are
forward -looking statements made pursuant to the safe
harbor provisions of the Private Securities Litigation
Reform Act of 1995. These statements involve risks and
uncertainties that could cause actual results to differ
materially from such forward looking statements. Such risks
and uncertainties include the actual timing of the closing
of the acquisition, the satisfaction of the conditions to
closing in the acquisition agreement, any termination of
the acquisition agreement, the effect of the acquisition on
Microchip's and Micrel's existing relationships with
customers, employees and vendors and on Microchip's and
Micrel's respective operating results and businesses;
general economic, industry or political conditions in the
U.S. or internationally; and the risks described from time
to time in SEC reports including filings on Forms 10-K,
10-Q and 8-K. You can obtain copies of applicable Forms
10-K, 10-Q and 8-K and other relevant documents for free at
Microchip's website (www.microchip. com), at Micrel's
website (www.Micrel.com) or the SEC's website (www.sec.gov)
or from commercial document retrieval services. You are
cautioned not to place undue reliance on these forward
-looking statements, which speak only as of the date such
statements are made. We do not undertake any obligation to
publicly update any forward -looking statements to reflect
events, circumstances or new information after the date
hereof.
[] Additional Information and Where to Find It
Microchip will file a Registration Statement on Form S-4
that will include a proxy statement of Micrel in connection
with the acquisition transaction. Investors and security
holders are urged to read such document when it becomes
available because it will contain important information
about the transaction. Investors and security holders may
obtain free copies of such document (when it becomes
available) and other documents filed with the SEC at the
SEC's web site at www.sec.gov. Microchip, Micrel and their
directors and executive officers may be deemed to be
participants in the solicitation of proxies from the
shareholders of Micrel in connection with the acquisition
transaction. Information regarding the special interests of
these directors and executive officers in the transaction
will be included in the proxy statement/prospectus
described above. Additional information regarding the
directors and executive officers of Microchip is also
included in Microchip's proxy statement for its 2014 Annual
Meeting of Stockholders, which was filed with the SEC on
July 18, 2014. Additional information regarding the
directors and executive officers of Micrel is also included
in Micrel's Annual Report on Form 10-K/A, which was filed
with the SEC on April 24, 2015. These documents are
available free of charge at the SEC's web site at
www.sec.gov and as described above.
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