PRELIMINARY
COPY – SUBJECT TO COMPLETION, DATED JANUARY 15, 2010
The
SST Full Value Committee
_________,
200_
Fellow
Shareholders:
The
attached proxy statement and the enclosed GOLD proxy card are being
furnished to you, the shareholders of Silicon Storage Technology,
Inc., a California corporation (“SST” or the “Company”), in
connection with the solicitation of proxies by The SST Full Value Committee for
use at the special meeting of shareholders of SST, and at any adjournments or
postponements thereof (the “Special Meeting”), relating to the proposed
acquisition (the “Merger”) of SST by certain entities controlled by Prophet
Equity LP and members of the Company’s management team, including Bing Yeh,
SST’s Chairman and Chief Executive Officer, and Yaw Wen Hu, SST’s Executive Vice
President and Chief Operating Officer. In connection with the
proposed Merger, SST entered into an Agreement and Plan of Merger, dated as of
November 13, 2009, with Technology Resources Holdings, Inc., a Delaware
corporation (“Parent”), and Technology Resources Merger Sub, Inc., a California
corporation and wholly-owned subsidiary of Parent.
Pursuant
to the attached proxy statement, we are soliciting proxies from holders of
shares of SST common stock to vote AGAINST the proposed
Merger.
The
Special Meeting will be held on [________, ________ __], 2010 at [__:__], [____]
Time, at the Company’s offices located at 1020 Kifer Road, Sunnyvale California
94086.
We urge
you to carefully consider the information contained in the attached proxy
statement and then support our efforts by signing, dating and returning the
enclosed GOLD proxy card
today. The attached proxy statement and the enclosed GOLD proxy card are first
being furnished to the shareholders on or about [_________ __],
2010.
If you
have already voted for management’s proposals relating to the Merger, you have
every right to change your vote by signing, dating and returning a later dated
proxy card.
If you
have any questions or require any assistance with your vote, please contact
Okapi Partners, which is assisting us, at their address and toll-free numbers
listed on the following page.
Thank you
for your support,
The SST
Full Value Committee
|
If
you have any questions, require assistance in voting your GOLD proxy
card,
or
need additional copies of the Committee’s proxy materials, please
call
Okapi
Partners
780
Third Avenue, 30th
Floor
New
York, NY 10017
Stockholders
Call Toll-Free at: (877) 285-5990
Banks
and Brokers Call Collect at: (212) 297-0720
info@okapipartners.com
|
PRELIMINARY
COPY—SUBJECT TO COMPLETION, DATED JANUARY 15, 2010
SPECIAL
MEETING OF SHAREHOLDERS
OF
SILICON
STORAGE TECHNOLOGY, INC.
_________________________
PROXY
STATEMENT
OF
THE
SST FULL VALUE COMMITTEE
_________________________
PLEASE
SIGN, DATE AND MAIL THE ENCLOSED GOLD PROXY CARD TODAY
The
members of The SST Full Value Committee (the “Committee” or “we”) are
significant shareholders of Silicon Storage Technology, Inc. (“SST” or the
“Company”). The Committee is writing to you in connection with the
proposed acquisition (the “Merger”) of SST by certain entities (the “Acquisition
Entities”) controlled by Prophet Equity LP and certain members of the Company’s
management team. The Board of Directors of SST (the “Board”) has
scheduled a special meeting of shareholders for the purpose of approving the
proposed Merger (the “Special Meeting”). The Special Meeting is
scheduled to be held on [_________, _________ __], 2010 at [__:__] a.m., [____]
Time, at the Company’s offices located at 1020 Kifer Road, Sunnyvale California
94086. In connection with the proposed Merger, SST entered into an
Agreement and Plan of Merger, dated as of November 13, 2009, with Technology
Resources Holdings, Inc., a Delaware corporation (“Parent”), and Technology
Resources Merger Sub, Inc., a California corporation and wholly-owned subsidiary
of Parent (the “Merger Agreement”).
The
Committee opposes the proposed Merger and Merger Agreement because we believe
that:
|
|
·
|
the
$2.10 per share Merger consideration to be paid to the Company’s
shareholders in the proposed Merger is wholly inadequate and significantly
undervalues the Company;
|
|
|
·
|
the
Merger is ill-conceived and the process that led to the signing of the
Merger Agreement raises serious questions;
and
|
|
|
·
|
better
alternatives exist for maximizing shareholder
value.
|
You
should refer to the information set forth under the heading “REASONS TO DEFEAT
THE PROPOSED MERGER” for a more detailed explanation of the Committee’s reasons
for opposing the proposed Merger and Merger Agreement.
The
Committee is soliciting proxies from the shareholders of SST AGAINST the following
Merger-related proposals (collectively, the “Merger Proposal”):
1. The
Company’s proposal to approve the Merger Agreement and approve the principal
terms of the merger as contemplated by the Merger Agreement; and
2. The
Company’s proposal to vote to adjourn the Special Meeting, if necessary, for the
purpose of soliciting additional proxies to vote in favor of the approval of the
principal terms of the Merger and adoption of the Merger Agreement.
The
Committee is composed of Riley Investment Management LLC, a Delaware limited
liability company (“RIM”), Bryant R. Riley, Dialectic Capital Management, LLC, a
Delaware limited liability company (“DCM”), Dialectic Capital Partners, LP, a
Delaware limited partnership (“DCP”), Dialectic Offshore, Ltd., a Cayman Islands
exempted company (“DOF”), Dialectic Antithesis Partners, LP, a Delaware limited
partnership (“DAP”), Dialectic Antithesis Offshore, Ltd., a Cayman Islands
exempted company (“DAO”), John Fichthorn, Luke Fichthorn and Lloyd I. Miller,
III.
Mr. Riley
is a former director of SST. Mr. Riley voted against the Merger
Agreement prior to resigning as a member of the SST Board. RIM, DCM,
DCP, DOF, DAP, DAO, Bryant Riley, John Fichthorn, Luke Fichthorn and Lloyd I.
Miller, III are deemed participants in this proxy solicitation. For
additional information concerning the members of the Committee and the
participants in this proxy solicitation, please refer to the information set
forth under the heading “Other Participant Information.” This Proxy
Statement and the GOLD
proxy card are first being furnished to SST’s shareholders on or about
[___________].
SST has
set the record date for determining shareholders entitled to notice of and to
vote at the Special Meeting as [_________] (the “Record Date”). The
principal executive offices of SST are located at 1020 Kifer Road, Sunnyvale,
California 94086. Shareholders of record at the close of business on
the Record Date will be entitled to vote at the Special Meeting. As
of the Record Date, there were [_____] shares of common stock, $0.01 par value
per share (the “Shares”) outstanding and entitled to vote at the Special
Meeting. As of [________], the approximate date on which the
Committee expects to mail this Proxy Statement to the shareholders, the
Committee, together with all of the participants in this solicitation, are the
collective beneficial owners of an aggregate of 15,619,364 Shares, which
represents approximately 16.3% of the Shares outstanding. Of the
Shares beneficially owned by the members of the Committee, 13,354,140 of such
Shares may be voted by the members of the Committee at the Special
Meeting. The participants in this solicitation intend to vote such
Shares AGAINST the
Company’s Merger proposals.
According
to the Company’s proxy statement filed with the Securities and Exchange
Commission (the “SEC”) on [__________], approval of the principal terms of the
Merger and adoption of the Merger Agreement will require the affirmative vote of
(1) the holders of a majority of the outstanding shares of SST common stock
represented and voting at the Special Meeting, excluding shares held by
Mr. Yeh and Dr. Hu and certain of their affiliates, and (2) the
holders of a majority of the outstanding shares of SST common stock as of the
record date.
THIS
SOLICITATION IS BEING MADE BY THE COMMITTEE AND NOT ON BEHALF OF THE BOARD OF
DIRECTORS OR MANAGEMENT OF SST. THE COMMITTEE IS NOT AWARE OF ANY
OTHER MATTERS TO BE BROUGHT BEFORE THE SPECIAL MEETING. SHOULD OTHER
MATTERS, WHICH THE COMMITTEE IS NOT AWARE OF A REASONABLE TIME BEFORE THIS
SOLICITATION, BE BROUGHT BEFORE THE SPECIAL MEETING, THE PERSONS NAMED AS
PROXIES IN THE ENCLOSED GOLD PROXY CARD WILL VOTE ON
SUCH MATTERS IN THEIR DISCRETION.
THE
COMMITTEE URGES YOU TO SIGN, DATE AND RETURN THE GOLD PROXY CARD TO VOTE AGAINST THE MERGER
PROPOSAL.
IF YOU
HAVE ALREADY SENT A [WHITE] PROXY CARD FURNISHED BY SST MANAGEMENT TO THE BOARD,
YOU MAY REVOKE THAT PROXY AND VOTE AGAINST THE MERGER PROPOSAL BY
SIGNING, DATING AND RETURNING THE ENCLOSED GOLD PROXY
CARD. THE LATEST DATED PROXY IS THE ONLY ONE THAT
COUNTS. ANY PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE SPECIAL
MEETING BY DELIVERING A WRITTEN NOTICE OF REVOCATION OR A LATER DATED PROXY FOR
THE SPECIAL MEETING TO THE COMMITTEE, C/O OKAPI PARTNERS, WHICH IS ASSISTING IN
THIS SOLICITATION, OR TO THE SECRETARY OF SST, OR BY VOTING IN PERSON AT THE
SPECIAL MEETING.
IMPORTANT
NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF
STOCKHOLDERS TO BE HELD ON _______
The
proxy materials are available at
http://www.myproxyonline.com/okapimaterials
IMPORTANT
Your
vote is important, no matter how many or how few Shares you own. The
Committee urges you to sign, date, and return the enclosed GOLD proxy card today
to vote AGAINST the Merger Proposal.
The
Committee does not believe that the Merger is in the best interest of the
Company’s shareholders. A vote AGAINST the Merger Proposal
will enable you – as the owners of SST – to send a message to the Board that you
are committed to maximizing the value of your Shares and that you will not
approve a proposed transaction that does not fully and fairly value your
Shares.
|
●
|
If
your Shares are registered in your own name, please sign and date the
enclosed GOLD
proxy card and return it to the Committee, c/o Okapi Partners, in the
enclosed envelope today.
|
|
●
|
If
your Shares are held in a brokerage account or bank, you are considered
the beneficial owner of the Shares, and these proxy materials, together
with a GOLD voting
form, are being forwarded to you by your broker or bank. As a
beneficial owner, you must instruct your broker, trustee or other
representative how to vote. Your broker cannot vote your Shares
on your behalf without your
instructions.
|
|
●
|
Depending
upon your broker or custodian, you may be able to vote either by toll-free
telephone or by the Internet. Please refer to the enclosed
voting form for instructions on how to vote electronically. You
may also vote by signing, dating and returning the enclosed voting
form.
|
If you
have any questions regarding your proxy,
or need
assistance in voting your Shares by telephone or Internet, please
call:
Okapi
Partners
780
Third Avenue, 30th Floor
New
York, NY 10017
Stockholders
Call Toll-Free at: (877) 285-5990
Banks
and Brokers Call Collect at: (212) 297-0720
info@okapipartners.com
PROPOSAL
NO. 1
APPROVAL
OF MERGER AGREEMENT
You are
being asked by SST to approve the Merger Agreement. For the reasons
discussed below, we oppose the proposed Merger and Merger
Agreement. To that end, we are soliciting your proxy to vote AGAINST Proposal No.
1.
We
urge you to demonstrate your opposition to the proposed Merger and to send a
message to the Board that the proposed Merger is not in the best interest of
shareholders by signing, dating and returning the enclosed GOLD proxy card as
soon as possible.
REASONS
TO DEFEAT THE PROPOSED MERGER
|
|
I.
|
THE
$2.10 PER SHARE MERGER CONSIDERATION IS INADEQUATE AND DOES NOT FULLY
REFLECT THE COMPANY’S INTRINSIC
VALUE
|
The
Committee believes that the intrinsic value of SST is much greater than the
$2.10 per Share Merger consideration.
The
Merger consideration represents an insignificant premium to the average closing
price of the Shares of $2.07 for the 20 trading days preceding the announcement
of the Merger Agreement on November 13, 2009. In fact, SST’s Shares recently
traded at prices substantially higher than $2.10, closing as high as $2.53 on
October 9, 2009. It therefore stands to reason that the Board was contemplating
a Merger at a lower price per Share than the price at which the Company’s Shares
were trading at certain times during the negotiations of the Merger Agreement.
Furthermore, since the signing of the Merger Agreement, the Company’s stock has
been consistently trading at prices higher than the proposed $2.10 per Share
offer price, closing at $2.78 on January 8, 2010.
We
believe the proposed offer price of $2.10 is grossly unfair to current
shareholders because it does not take into consideration any growth potential
from any future restructuring or value-enhancing activities and because it only
represents a modest premium to the prevailing market price. The
Committee also believes that there are several shortcomings in the analysis used
by the strategic committee of the SST Board composed of independent directors
(the “Strategic Committee”) to justify the low takeover premium.
The
Merger Assigns a Negative Enterprise Value to the Company:
At $2.10
per Share, the Board is seeking to consummate a transaction that assigns a
negative enterprise value to our Company. As of September 30, 2009,
SST’s had net cash and long-term investments of approximately $211.6 million, or
$10.3 million more than the amount that shareholders will receive in the
aggregate if the Merger is consummated. Given the intrinsic value
that we believe exists in the Company’s intellectual property, royalty stream
and position in the NOR Flash marketplace, shareholders are being
under-compensated in connection with Merger. The current proposal
values the three operating businesses of memory, non-memory and the technology
licensing business at zero assuming the acquirors liquidate the Company’s cash,
short-term investments, and long-term investments to finance the majority of the
acquisition.
Shortcomings
in the Houlihan Lokey Fairness Analysis:
The Committee believes that the
fairness analysis performed by Houlihan Lokey was
flawed in several respects. As one example, we believe Houlihan
Lokey attributed
an arbitrary number for the Company’s cash and cash equivalents $180MM instead
of using $211.6 million, as reported on the Company’s balance sheet at Sept
2009. Additionally, we believe that Houlihan Lokey improperly relied
upon and included a number of irrelevant companies and transactions in order to
formulate a comparable group that would support the Merger.
The Committee Therefore Believes that
the $2.10 Consideration is Inadequate
The transaction comes at a time when
the semiconductor industry as a whole has reported a significant improvement in
business fundamentals. While the Company has yet to participate in
the rebound to the same extent as other companies in the semiconductor industry,
owing in part to poor strategic decisions and direction by the Board and
management team, we believe it is poised to do so in the
near-term. Yet, management is opportunistically undertaking this
Merger at a multi-year low in the Company’s own stock price.
In fact, on the earnings call and
in the earnings release in connection with the Company’s fiscal 2009 third
quarter results, management spoke of recent positive results and
progress. We agree with management’s overall assessment that
conditions at the Company are improving. Yet, if the proposed
Merger is consummated, Mr. Yeh, Dr. Hu and Prophet Equity would stand to reap
the benefits of the Company’s recent positive results and progress, as opposed
to the long-term shareholders who have waited patiently through years of poor
operating and stock performance for the underlying value of their Shares to
finally be unlocked. The Committee believes it is grossly unfair for the
Company’s shareholders to be denied the opportunity to participate in the
Company’s future growth outlook, especially when the Company can engage in
similar value-enhancing activities as the private equity buyers are likely to
undertake.
Based on the factors outlined above, we
question how the Strategic Committee could conclude that the sale of the Company
at a price of $2.10 per Share is in the best interests of the Company’s
stockholders.
|
|
II.
|
THE
MERGER IS ILL-CONCEIVED AND THE PROCESS THAT LED TO THE SIGNING OF THE
MERGER AGREEMENT RAISES SERIOUS
QUESTIONS
|
The
Committee’s significant reservations about the proposed Merger extend beyond the
inadequate price.
We have serious concerns with how
the management-led buyout process was conducted, including defects in the
bidding process, shortcomings in the buyout agreement
itself and the conflict of interest brought about by the
participation in the transaction of SST’s Chairman and CEO and
COO. The Committee believes the principal reason that the Merger
consideration is inadequate and fails to provide full and fair value for the
Shares is because the Company undertook a sale process at the wrong time and
because the sale process was tainted by conflicts of interest.
In our
opinion, the Strategic Committee and the full board itself have not lived up
to their responsibilities to SST’s public shareholders by
approving the Merger which, among other things, fails to reflect licensing
growth opportunities which SST has in place for years to come. The
Strategic Committee’s role is to focus on the best interests of all the
Company’s shareholders and we believe that clearly required an assessment of the
long-term value of the Company and the steps that the Company could take on its
own to realize that value. A fairness opinion from an investment banking firm is
not an adequate reason to justify a merger at $2.10 per Share when there are
clearly better alternatives.
|
|
III.
|
A
BETTER ALTERNATIVE EXISTS FOR MAXIMIZING SHAREHOLDER
VALUE
|
Instead of selling the Company today at
a discount to Mr. Yeh, Dr. Hu and the private equity entities, the Committee
believes that the Company should first engage in value-enhancing activities of
its own, which we believe would clearly enhance shareholder value for all of us.
More specifically, we believe that:
(i) Operating expenses should be
reduced;
(ii) Non-core product lines should be
shut down or divested; and
(iii) The value of the licensing stream
should be maximized.
The Committee does not believe a sale
of the Company as it is still in a depressed financial condition is in the best
interest of shareholders. The Committee believes that if the Company were to
take certain steps, the Company’s Shares could be worth significantly more in
both the short and long term.
We believe that the existing Board and
management team has made and continues to make the wrong choices by (i) not
holding management accountable, (ii) overseeing a significant rise in the
Company’s cost structure of the Company (iii) failing to fix the Company’s
capital structure (iv) overseeing a stagnant stock price and (v) selling the
Company at a discounted valuation for an inadequate premium to a group of
acquirors which includes the Company’s Chairman & CEO and COO.
We believe that the Company needs an
experienced board dedicated to aggressively improving business operations and
enhancing value. The decision to approve the ill-advised Merger clearly
demonstrates that the current Board lacks this commitment.
We believe the Company’s Board should
be composed of individuals with industry expertise and turnaround experience who
would be committed to focusing on restructuring activities and fixing the
capital structure of the Company. We believe that SST can remain a public
company and can undertake many of the same value-enhancing activities that would
likely be taken by any private equity purchasers. By staying a public company,
the public shareholders stand to reap the benefits of the Company’s operational
and financial restructuring instead of the management and private equity owners
gaining those rewards.
The
Committee urges you to vote against the Merger proposal by signing, dating and
returning the enclosed GOLD proxy card as soon as possible.
PROPOSAL
NO. 2
PROPOSAL
TO APPROVE MOTION TO ADJOURN OR POSTPONE THE
SPECIAL MEETING
You are
being asked by SST to approve a proposal to grant the Company authority to vote
your Shares to adjourn the meeting, if necessary, to provide additional time to
solicit additional proxies in favor of approving the principal terms of the
Merger and adoption of the Merger Agreement. For the reasons
discussed above, we oppose the proposed Merger. To that end, we are
soliciting your proxy to vote AGAINST Proposal No.
2.
The
Committee urges you to vote AGAINST SST’s proposal to approve any motion to
adjourn the Special Meeting, if necessary, for the purpose of soliciting
additional proxies to vote in favor of the approval of the principal terms of
the Merger and adoption of the Merger Agreement.
CONSEQUENCES
OF DEFEATING THE PROPOSED MERGER
In the event that (i) the Merger
Agreement is terminated by the Company or Parent because the shareholders’
meeting to consider approval of the Merger Agreement under the California
Corporations Code concludes without the approval by the Company’s shareholders
of the Merger Agreement, (ii) prior to such termination, any acquisition
proposal has been made known to the Company or publicly disclosed and (iii)
within twelve months after such termination, the SST Board recommends or the
Company, or any of its affiliates, consummate, or become party to, an
acquisition agreement with respect to any acquisition proposal (which need not
be the same acquisition proposal known prior to termination), then the Company
must pay a termination fee of $7,045,281 to Parent.
In addition, in the event that the
Merger Agreement is terminated by the Company or Parent because the
shareholders’ meeting to consider approval of the Merger Agreement under the
California Corporations Code concludes without the approval by the Company’s
shareholders of the Merger Agreement and prior to such termination, any acquisition proposal has
been made known to the Company or publicly disclosed, then the Company will
reimburse Parent’s reasonable out-of-pocket fees and expenses whenever incurred,
up to a limit of $2,000,000.
We do not
believe that our actions to date have constituted an Acquisition Proposal and
would strongly disagree with any view to the contrary. However, we cannot be
certain that an Acquisition Proposal will not be announced, disclosed or
otherwise communicated to the Board prior to the Special Meeting or that the
Acquisition Entities will not claim that our actions have constituted an
Acquisition Proposal such that they are entitled to, in the circumstances
described above, payment of the termination fee. In addition, if the Acquisition
Entities make such assertions, despite our view to the contrary, it is possible
that the Board will conclude that we have made an Acquisition Proposal and
authorize payment of such amount.
In the
event the Merger is defeated, we would likely seek to nominate a slate composed
of a majority of independent directors for election to the Board at the
Company’s next meeting of shareholders at which directors are to be elected, and
who we believe will take all necessary steps to consider all options to maximize
shareholder value. However, there can be no assurance that if the Merger is
defeated that an alternative transaction will be presented to the shareholders
in the future and, even if an alternative merger transaction is presented to the
shareholders, that it will be for consideration equal to or in excess of the
consideration to be paid in the Merger. If SST continues as an
independent public company, there can be no assurance that its share price will
remain at or exceed recent trading levels.
VOTING
AND PROXY PROCEDURES
Only
shareholders of record on the Record Date will be entitled to notice of and to
vote at the Special Meeting. Each Share is entitled to one
vote. Shareholders who sell Shares before the Record Date (or acquire
them without voting rights after the Record Date) may not vote such
Shares. Shareholders of record on the Record Date will retain their
voting rights in connection with the Special Meeting even if they sell such
Shares after the Record Date. Based on publicly available
information, the Committee believes that the only outstanding class of
securities of SST entitled to vote at the Special Meeting is the
Shares.
Shares
represented by properly executed GOLD proxy cards will be voted
at the Special Meeting as marked and, in the absence of specific instructions,
will be voted AGAINST
the proposed Merger and AGAINST the proposal to
approve any motion to adjourn or postpone the Special Meeting to permit the
further solicitation of proxies to establish a quorum or to obtain additional
votes in favor of Proposal 1 at the Special Meeting, and, in the discretion of
the persons named as proxies, on all other matters as may properly come before
the Special Meeting.
QUORUM
According
to the Company’s proxy statement, on the record date, [______] shares of SST
common stock were issued and outstanding and held by approximately [______]
holders of record. A quorum will be present at the Special Meeting if a majority
of the outstanding shares of SST common stock entitled to vote on the record
date are represented in person or by proxy. All Shares that are voted “FOR”,
“AGAINST” or “ABSTAIN” on any matter will count for purposes of establishing a
quorum and will be treated as Shares entitled to vote at the Special
Meeting.
VOTES
REQUIRED FOR APPROVAL
The
approval of the principal terms of the Merger and adoption of the Merger
Agreement require the affirmative vote of (1) the holders of a majority of
the outstanding shares of SST common stock on the record date and (2) the
holders of a majority of the outstanding shares of SST common stock represented
and voting at the Special Meeting, excluding shares held by Mr. Yeh and
Dr. Hu. If you abstain from voting or do not vote, either in person or by
proxy, it will have the same effect as a vote against the approval of the
principal terms of the Merger and adoption of the Merger Agreement. The approval
of the adjournment of the Special Meeting requires the affirmative vote of the
holders of a majority of the shares of SST common stock present, in person or by
proxy, at the Special Meeting (excluding abstentions).
Shareholders
may cast their votes by marking the ballot at the meeting or by specific voting
instructions sent with a signed proxy to either the Committee in care of Okapi
Partners at the address set forth on the back cover of this Proxy Statement or
to the Company at 1020 Kifer Road, Sunnyvale, California 94086, or any other
address provided by the Company.
VOTING
OF PROXIES; ABSTENTIONS; BROKER NON-VOTES
All
shares represented by properly executed proxies received in time for the Special
Meeting will be voted at the Special Meeting in the manner specified by the
holders. Properly executed GOLD proxy cards that do not
contain voting instructions will be voted “against” the approval of the
principal terms of the Merger and adoption of the Merger Agreement and “against”
approval of the proposal to adjourn the Special Meeting, if
necessary.
To vote,
please complete, sign, date and return the enclosed GOLD proxy card or, to appoint
a proxy over the Internet or by telephone, follow the instructions provided
herein. If you attend the Special Meeting and wish to vote in person,
you may withdraw your proxy and vote in person. If your shares are
held in the name of your broker, bank or other nominee, you must obtain a proxy,
executed in your favor, from the holder of record to be able to vote at the
Special Meeting.
Shares of SST common stock represented
at the Special Meeting but not voted, including shares of SST common stock for
which proxies have been received but for which shareholders have abstained, will
be treated as present at the Special Meeting for purposes of determining the
presence or absence of a quorum for the transaction of all
business.
Shares
held in street name that are present by proxy will be considered as Votes
Present for purposes of determining whether a quorum is present. With
regard to certain proposals, the holder of record of Shares held in street name
is permitted to vote as it determines, in its discretion, in the absence of
direction from the beneficial holder of the Shares.
Only
shares affirmatively voted for the approval of the principal terms of the Merger
and adoption of the Merger Agreement, including properly executed proxies that
do not contain specific voting instructions, will be counted for that proposal.
If you abstain from voting, it will have the same effect as a vote against the
approval of the principal terms of the Merger and adoption of the Merger
Agreement, but no effect on the proposal to adjourn the Special Meeting. If you
do not execute a proxy card, it will have the same effect as a vote against the
approval of the principal terms of the Merger and adoption of the Merger
Agreement and will have no effect on the proposal to grant authority to adjourn
the Special Meeting.
Brokers
who hold shares in street name for customers have the authority to vote on
“routine” proposals when they have not received instructions from beneficial
owners. However, brokers are precluded from exercising their voting discretion
with respect to approval of non-routine matters, such as the approval of the
principal terms of the Merger and adoption of the Merger Agreement and, as a
result, absent specific instructions from the beneficial owner of such shares,
brokers are not empowered to vote those shares, referred to generally as “broker
non-votes.” Broker non-votes will be treated as shares that are present at the
Special Meeting for purposes of determining whether a quorum exists and will
have the same effect as votes “against” the approval of the principal terms of
the Merger and adoption of the Merger Agreement and on the proposal to grant the
persons named as proxies the authority to adjourn the Special
Meeting.
No
business may be transacted at the Special Meeting other than the proposal to
approve the principal terms of the Merger and adopt the Merger Agreement and, if
necessary, the proposal to adjourn the Special Meeting.
REVOCATION
OF PROXIES
Shareholders
of SST may revoke their proxies at any time prior to exercise by attending the
Special Meeting and voting in person (although attendance at the Special Meeting
will not in and of itself constitute revocation of a proxy) or by delivering a
written notice of revocation. The delivery of a subsequently dated
proxy which is properly completed will constitute a revocation of any earlier
proxy. The revocation may be delivered either to the Committee in
care of Okapi Partners at the address set forth on the back cover of this Proxy
Statement or to SST at 1020 Kifer Road, Sunnyvale, California 94086, or any
other address provided by SST. Although a revocation is effective if
delivered to SST, the Committee requests that either the original or photostatic
copies of all revocations be mailed to the Committee in care of Okapi Partners
at the address set forth on the back cover of this Proxy Statement so that the
Committee will be aware of all revocations and can more accurately determine if
and when proxies have been received from the holders of record on the Record
Date of a majority of the outstanding Shares. Additionally, Okapi
Partners may use this information to contact shareholders who have revoked their
proxies in order to solicit later dated proxies against the Company’s proposals
in connection with the Merger.
DISSENTERS’
RIGHTS
If the proposed Merger is completed,
shareholders are entitled to dissenters’ rights under Chapter 13 of the
California Corporations Code, or Chapter 13, provided that they comply with the
conditions established by Chapter 13. Under Chapter 13, if you do not
wish to accept the Merger consideration as provided for in the Merger Agreement
in exchange for the shares of SST common stock that you hold, you may exercise
your dissenters’ rights and elect to have the fair market value of your shares
(exclusive of any appreciation or depreciation in consequence of the
accomplishment of the Merger) judicially determined and paid to you in cash,
together with a fair rate of interest, if any, provided that you comply with the
provisions of Chapter 13, as more fully explained in the Company’s Proxy
Statement.
IF
YOU WISH TO VOTE AGAINST THE MERGER PROPOSAL, PLEASE SIGN, DATE AND RETURN
PROMPTLY THE ENCLOSED GOLD PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED.
SOLICITATION
OF PROXIES
The
solicitation of proxies pursuant to this Proxy Statement is being made by the
Committee. Proxies may be solicited by mail, facsimile, telephone,
telegraph, in person and by advertisements. The Committee will not
solicit proxies via the Internet.
The
Committee has entered into an agreement with Okapi Partners for solicitation and
advisory services in connection with this solicitation, for which Okapi Partners
will receive a fee not to exceed $75,000, together with reimbursement for its
reasonable out-of-pocket expenses. Okapi Partners will solicit
proxies from individuals, brokers, banks, bank nominees and other institutional
holders. The Committee has requested banks, brokerage houses and
other custodians, nominees and fiduciaries to forward all solicitation materials
to the beneficial owners of the Shares they hold of record. The
Committee will reimburse these record holders for their reasonable out-of-pocket
expenses in so doing. It is anticipated that Okapi Partners will
employ approximately 25-40 persons to solicit SST’s shareholders for the Special
Meeting.
The
entire expense of soliciting proxies is being borne by the Committee pursuant to
the terms of the Joint Filing and Solicitation Agreement (as defined
below). Costs of this solicitation of proxies are currently estimated
to be approximately $[_________]. The Committee estimates that
through the date hereof, its expenses in connection with this solicitation are
approximately $[___________].
If the
Committee is successful in its solicitation of proxies to defeat the proposed
Merger at the Special Meeting, then it intends to seek reimbursement from the
Company for its expenses incurred in connection therewith.
OTHER
PARTICIPANT INFORMATION
Each
member of the Committee is a participant in this solicitation. Mr.
Riley manages and owns all of the outstanding membership interests of RIM. RIM
is the investment advisor to clients pursuant to investment advisory
agreements. The principal business address of RIM and Mr. Riley is
11100 Santa Monica Blvd. Suite 800 Los Angeles, California 90025.
The
principal business of DCM is providing investment advice. DCM is the
investment manager of each of DCP, DOF, DAP and DAO. The principal
business of each of DCP, DOF, DAP and DAO is investing in
securities. John Fichthorn and Luke Fichthorn are each managing
members of DCM, and their principal business is investment
management.
The
address of the principal office of each of DCM, DCP, DAP, John Fichthorn and
Luke Fichthorn is 875 Third Avenue, 15th Floor, New York, New York
10022.
The
address of the principal office of each of DOF and DAO is c/o Goldman Sachs
Administration Services, Hardwicke House, 2nd Floor, Hatch Street, Dublin 2,
Ireland.
Mr.
Miller’s principal occupation is investing assets held by or on behalf of his
family, and his principal business address is 4550 Gordon Drive, Naples, Florida
34102.
As of
[_________], RIM beneficially owned 2,715,489 shares held by its investment
advisory clients, representing approximately 2.8% of the Shares
outstanding. As of [_______], RIM also shared voting and dispositive
power over an additional 409,876 Shares held in accounts of its investment
advisory clients, representing less than one percent of the Shares
outstanding. Mr. Riley, as the manager and owner of all of the
outstanding membership interests of RIM, may be deemed to beneficially own the
2,715,489 Shares beneficially owned by RIM, representing approximately 2.8% of
the Shares outstanding.
As of
[_________], DCP beneficially owned 712,002 Shares, DOF beneficially owned
488,389 Shares, DAP beneficially owned 1,930,035 Shares and DAO beneficially
owned 2,706,480 Shares, representing approximately less than one percent, less
than one percent, 2.0% and 2.8%, respectively, of the Shares
outstanding.
As of
[_________], DCM (as the investment manager of each of DCP, DOF, DAP and DAO)
and John Fichthorn and Luke Fichthorn (as the managing members of DCM) are
deemed to be the beneficial owners of the (i) 712,002 Shares owned by DCP, (ii)
488,389 Shares owned by DOF, (iii) 1,930,035 Shares owned by DAP and (iv)
2,706,480 Shares owned by DAO, representing approximately 6.1% of the Shares
outstanding.
Mr.
Miller is an investment advisor to the trustee of Trust A-4. Trust A-4 was
created pursuant to a Declaratory Judgment, signed by the Honorable Wayne F.
Wilke for the Court of Common Pleas, Probate Division, Hamilton County, Ohio, on
October 27, 1992, pursuant to which Trust A was split into four separate
trusts. Trust A was created pursuant to an Amended and Restated Trust
Agreement, dated September 20, 1983 (the “Trust Agreement”). Mr.
Miller was named as the advisor to PNC Bank, Ohio, N.A. (formerly The Central
Trust Company, N.A., Cincinnati, Ohio), the trustee named in the Trust
Agreement. Mr. Miller is the manager of Milfam LLC, an Ohio limited
liability company established pursuant to the Operating Agreement of Milfam LLC,
dated as of December 10, 1996. Milfam LLC is the general partner of Milfam
II L.P. (“Milfam II”), a Georgia limited partnership established pursuant to the
Partnership Agreement for Milfam II, dated December 11,
1996. Mr. Miller is the custodian to certain accounts created
pursuant to the Florida Uniform Gift to Minors Act (“UGMA”). One such
account (the “Alex UGMA”) is for the benefit of Alexandra Mr.
Miller. Mr. Miller is the grantor, trustee and/or co-trustee for
certain generation skipping trusts (each a “GST”), including Catherine Miller
GST, Kimberly Miller GST, Lloyd I. Miller GST, and Lloyd Crider GST
(collectively, the “GSTs”). Mr. Miller is the grantor and co-trustee
with Kimberly Miller for a trust in favor of Alexandra Miller and Lloyd I.
Miller, IV (“KSMTR”).
As of
[_________], Mr. Miller may be deemed to beneficially own 6,657,093 Shares,
representing approximately 6.9% of the Shares outstanding. As of the
date hereof, 2,265,224 of such beneficially owned Shares are owned of record by
Trust A-4, 2,001,050 of such beneficially owned Shares are owned of record by
Milfam II, 12,436 of such beneficially owned Shares are owned of record by Alex
UGMA, 219,667 of such beneficially owned Shares are owned of record by Catherine
Miller GST, 100,000 of such beneficially owned Shares are owned of record by
Kimberly Miller GST, 175,000 of such beneficially owned Shares are owned of
record by Lloyd I. Miller GST, 262,565 of such beneficially owned Shares are
owned of record by Lloyd Crider GST, 135,882 of such beneficially owned Shares
are owned of record by KSMTR, and 1,485,269 of such beneficially owned Shares
are owned of record by Mr. Miller directly.
The
Committee excludes for all purposes related to the Committee and its activities,
the (i) 2,265,224 shares of Common Stock held by Trust A-4 and reported by Lloyd
I. Miller III on Schedule 13D and (ii) 409,876 shares of Common Stock held by
RIM’s investment advisory clients over which RIM has shared voting and
dispositive power and reported by RIM and Mr. Riley on Schedule 13D. With
respect to the shares held by Trust A-4, Mr. Miller agrees to take commercially
reasonable efforts, consistent with his duties and responsibilities as an
investment advisor and otherwise consistent with applicable law, to recommend to
the trustee that the trustee vote the shares held by Trust A-4 in accordance
with the recommendations of the Committee.
Each
member of the Committee, as a member of a “group” for the purposes of Rule
13d-5(b)(1) of the Exchange Act, is deemed to beneficially own the Shares
beneficially owned in the aggregate by the other members of the
Committee. Each member of the Committee disclaims beneficial
ownership of such Shares. For information regarding purchases and
sales of securities of SST during the past two years by members of the Committee
see Schedule
I.
On
December 30, 2009, the members of the Committee entered into a Joint Filing and
Solicitation Agreement pursuant to which, among other things, the parties agreed
to the joint filing on behalf of each of them of statements on Schedule 13D with
respect to the securities of the Company and the Dialectic members of the
Committee and Mr. Miller shall have the right to pre-approve all expenses
incurred in connection with the Committee’s activities and agree to pay directly
all such expenses on a pro rata basis between each Dialectic member and Mr.
Miller based on the number of shares of Common Stock of the Company beneficially
owned by such entities on December 30, 2009.
INFORMATION
REGARDING SST AND THE MERGER
According
to the Company’s Proxy Statement, SST is a California corporation with its
principal executive office located at 1020 Kifer Road, Sunnyvale, California
94086; Telephone No. (408) 735-9110.
SST is
subject to the informational requirements of the Securities Exchange Act of
1934, as amended, and in accordance therewith is required to file reports, proxy
statements and other information with the SEC. Reports, registration statements,
proxy statements and other information filed by SST with the SEC, including the
Company's Proxy Statement, are publicly available at the SEC website:
www.sec.gov.
We note
that the Company's Proxy Statement contains information regarding:
|
|
·
|
a
summary term sheet of the Merger;
|
|
|
·
|
the
terms of the Merger Agreement and the Merger and related
transactions;
|
|
|
·
|
any
reports, opinions and/or appraisals received by SST in connection with the
Merger;
|
|
|
·
|
past
contacts, transactions and negotiations by and among the parties to the
Merger and their respective affiliates and
advisors;
|
|
|
·
|
federal
and state regulatory requirements that must be complied with and approvals
that must be obtained in connection with the
Merger;
|
|
|
·
|
security
ownership of certain beneficial owners and management of the Company,
including 5% owners;
|
|
|
·
|
the
number of Shares outstanding as of the Record
Date;
|
|
|
·
|
the
trading prices of SST stock over
time;
|
|
|
·
|
the
establishment of a quorum;
|
|
|
·
|
the
vote required for approval;
|
|
|
·
|
the
treatment of abstentions and “broker
non-votes;”
|
|
|
·
|
the
compensation paid and payable to SST’s directors and executive
officers;
|
|
|
·
|
the
requirements for the submission of shareholder proposals to be considered
for inclusion in the Company's proxy statement for the 2010 annual meeting
of shareholders, in the event that the Merger Agreement and the Merger are
not approved by the shareholders;
and
|
|
|
·
|
SST,
the Acquisition Entities and their respective
affiliates.
|
OTHER
MATTERS AND ADDITIONAL INFORMATION
The
Committee is unaware of any other matters to be considered at the Special
Meeting. However, should other matters, which the Committee is not
aware of a reasonable time before this solicitation, be brought before the
Special Meeting, the persons named as proxies on the enclosed GOLD proxy card will vote on
such matters in their discretion.
SHAREHOLDER
PROPOSALS
According
to the Company’s proxy statement, the Company will hold an Annual Meeting of
Shareholders in 2010, or the 2010 Annual Meeting, only if the Merger is not
completed. Proposals of shareholders that are intended to be presented at the
2010 Annual Meeting must be received at SST’s executive offices in Sunnyvale
California no later than January 8, 2010 to be included in the proxy
statement and proxy card related to such meeting.
Pursuant
to SST’s bylaws, shareholders who wish to bring matters to be transacted or
propose nominees for director at the 2010 Annual Meeting, if any, must provide
certain information to us between January 24, 2010 and February 23,
2010. Shareholders are also advised to review SST’s bylaws, which contain
additional requirements with respect to advance notice of shareholder proposals
and director nominations.
See Schedule II for
information regarding persons who beneficially own more than 5% of the Shares
and the ownership of the Shares by the management of SST.
The
information concerning SST contained in this Proxy Statement and the Schedules
attached hereto has been taken from, or is based upon, publicly available
information.
| |
THE SST FULL VALUE
COMMITTEE |
| |
|
| |
[____________] |
SCHEDULE
I
TRANSACTIONS
IN SECURITIES OF SST
DURING
THE PAST TWO YEARS
Except
as otherwise specified, all purchases and sales were made in the open
market.
|
Shares
of Common Stock
Purchased / (Sold)
|
Price
Per
Share($)
|
Date
of
Purchase /
Sale
|
SCHEDULE
II
The
following table is reprinted from the Company’s preliminary proxy statement on
Form PREM 14A filed with the Securities and Exchange Commission on
________.
Security Ownership of Certain
Beneficial Owners and Management
The
following table presents certain information regarding the ownership of our
common stock as of November 30, 2009 by:
|
|
•
|
|
our
executive officers;
|
|
|
•
|
|
all
of our executive officers and directors as a group;
and
|
|
|
•
|
|
all
those known by us to be beneficial owners of more than five percent of our
common stock.
|
Beneficial
ownership is determined in accordance with the rules of the SEC and generally
includes voting or investment power with respect to securities. Beneficial
ownership also includes shares of our common stock subject to options currently
exercisable within 60 days of November 30, 2009. These shares are not
deemed outstanding for purposes of computing the percentage ownership of each
other person. Percentage of beneficial ownership is based on 95,854,157 shares
of our common stock outstanding as of November 30, 2009. Unless otherwise
indicated, the business address for each listed shareholder is 1020 Kifer Road,
Sunnyvale, California 94086.
|
Name
and Address of Beneficial Owner
|
Shares
Issuable Pursuant to Options Exercisable Within 60 Days of
November
30, 2009
|
|
Shares
Beneficially Owned (Including the
Number
of Shares Shown in the First Column)
|
| |
Number
|
|
Percent
|
|
Directors
and Executive Officers
|
|
|
|
|
|
|
|
|
|
|
Bing
Yeh(1)
|
|
|
168,126 |
|
|
|
10,876,126 |
|
|
|
11.3 |
% |
|
Bertrand
F. Cambou
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
James
B. Boyd
|
|
|
130,104 |
|
|
|
130,104 |
|
|
|
* |
|
|
Yaw
Wen Hu(2)
|
|
|
312,874 |
|
|
|
1,209,052 |
|
|
|
1.3 |
% |
|
Derek
J. Best
|
|
|
198,153 |
|
|
|
198,509 |
|
|
|
* |
|
|
Paul
S. Lui(3)
|
|
|
141,052 |
|
|
|
407,725 |
|
|
|
* |
|
|
Chen
Tsai
|
|
|
193,268 |
|
|
|
295,973 |
|
|
|
* |
|
|
Ronald
Chwang
|
|
|
114,000 |
|
|
|
275,613 |
|
|
|
* |
|
|
Terry
M. Nickerson
|
|
|
94,512 |
|
|
|
94,512 |
|
|
|
* |
|
|
Edward
Yao-Wu Yang
|
|
|
42,916 |
|
|
|
42,916 |
|
|
|
* |
|
|
All
officers and directors as a group (10 persons)
|
|
|
1,395,005 |
|
|
|
12,135,525 |
|
|
|
13.9 |
% |
|
5%
Shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prophet
Equity LP(4)
|
|
|
— |
|
|
|
12,134,054 |
|
|
|
12.7 |
% |
|
Dimensional
Fund Advisors LP(5)
|
|
|
— |
|
|
|
8,788,936 |
|
|
|
9.2 |
% |
|
Lloyd
I. Miller, III(6)
|
|
|
— |
|
|
|
6,657,093 |
|
|
|
6.9 |
% |
|
Barclays
Global Investors, NA.(7)
|
|
|
— |
|
|
|
4,847,985 |
|
|
|
5.1 |
% |
_____________________________________________________________
|
*
|
Represents
beneficial ownership of less than 1% of the outstanding shares of our
common stock.
|
|
(1)
|
Includes
(1) 3,038,163 shares held by the Yeh Family Trust U/D/T dated
August 14, 1995, of which Mr. Yeh and his wife are trustees,
(2) 7,579,837 shares held by Golden Eagle Capital L.P. of which
Mr. Yeh and his wife are general partners and (3) 90,000 shares
held in an IRA account in the name of Bing Yeh. Mr. Yeh disclaims
beneficial ownership of the shares held by Golden Eagle Capital L.P.
except to the extent of his pecuniary interest
therein.
|
|
(2)
|
Includes
30,000 shares held by Dr. Hu’s
children.
|
|
(3)
|
Includes
50,808 shares held by the Lui Family Trust dated February 10, 1995,
of which Mr. Lui and his wife are
trustees.
|
|
(4)
|
As
a result of the voting agreements with the Management Group, the Prophet
Entities may be deemed to be the beneficial owners of these shares. This
information is based solely on a report on Schedule 13D dated
November 23, 2009 and filed with the SEC on November 23, 2009 by
Parent, Merger Sub, Prophet Equity Management LLC, or PE Management,
Prophet Equity Partners Holdings LLC, or PEP Holdings, general partner of
PE Partners, Prophet Equity Partners LP, or PE Partners, sole owner of PE
Holdings, Prophet Equity Holdings LLC, or PE Holdings, general partner of
PE GP, Prophet Equity GP LP, or PE GP, general partner of Prophet, Prophet
Equity LP, or Prophet, sole shareholder of Parent, and Ross Gatlin.
Mr. Gatlin serves as the President, Secretary and sole director of
both Parent and Merger Sub and as the sole management of
PE Management, PE Holding and PEP Holdings. As a result of their
direct or indirect relationship to Parent and Merger Sub, PE Management,
PEP Holdings, PE Partners, PE Holdings PE GP and Prophet, collectively,
the Prophet Entities, may be deemed to have indirect beneficial ownership
of such shares. The Prophet Entities have no pecuniary interest in such
shares and expressly disclaim own beneficial ownership of such shares. The
address of Prophet Equity is 181 Grand Avenue, Suite 201, Southlake, Texas
76092. None of the executive officers or directors of Parent or Merger Sub
directly own any shares of SST common stock.
|
|
(5)
|
This
information is based solely on a report on Schedule 13G/A dated
December 31, 2008 and filed with the SEC on February 9, 2009.
Dimensional Fund Advisors LP is an investment advisor registered under
Section 203 of the Investment Advisors Act of 1940, furnishes
investment advice to four investment companies registered under the
Investment Company Act of 1940, and serves as investment manager to
certain other commingled group trusts and separate accounts, or the Funds.
In its role as investment advisor or manager, Dimensional possesses
investment and/or voting power over the shares that are owned by the
Funds, and may be deemed to be the beneficial owner of such shares.
However, Dimensional disclaims beneficial ownership of such shares. The
address of Dimensional Fund Advisors is Palisades West, Building One, 6300
Bee Cave Road, Austin, Texas 78746.
|
|
(6)
|
This
information is based solely on a report on Schedule 13D/A dated
November 13, 2009 and filed with the SEC on November 13, 2009.
The address for Mr. Miller is 4550 Gordon Drive, Naples, Florida
34102.
|
|
(7)
|
This
information is based solely on a report on Schedule 13G dated
December 31, 2008 and filed with the SEC on February 5, 2009 by
Barclays Global Investors, NA., Barclays Global Fund Advisors, Barclays
Global Investors, Ltd, Barclays Global Investors Japan Limited, Barclays
Global Investors Canada Limited, Barclays Global Investors Australia
Limited and Barclays Global Investors (Deutschland) AG. Barclays Global
Investors, NA. had the sole voting power over 2,443,547 shares and the
sole dispositive power over 2,829,429 shares. Barclays Global Fund
Advisors had the sole voting and dispositive power over 2,018,556 shares.
The address of Barclays Global Investors, NA. is 400 Howard Street, San
Francisco, California 94105.
|
IMPORTANT
Tell your
Board what you think! Your vote is important. No matter how many
Shares you own, please give the Committee your proxy AGAINST the Merger Proposal by
taking three steps:
● SIGNING the enclosed GOLD proxy card,
● DATING the enclosed GOLD proxy card,
and
|
|
●
|
MAILING the enclosed
GOLD proxy card
TODAY in the
envelope provided (no postage is required if mailed in the United
States).
|
If any of
your Shares are held in the name of a brokerage firm, bank, bank nominee or
other institution, only it can vote such Shares and only upon receipt of your
specific instructions. Accordingly, please contact the person
responsible for your account and instruct that person to execute the GOLD proxy card representing
your Shares. The Committee urges you to confirm in writing your
instructions to the Committee in care of Okapi Partners at the address provided
below so that the Committee will be aware of all instructions given and can
attempt to ensure that such instructions are followed.
If you
have any questions or require any additional information concerning this Proxy
Statement, please contact Okapi Partners at the address set forth
below.
Okapi
Partners
780
Third Avenue, 30th Floor
New
York, NY 10017
Stockholders Call Toll-Free at:
(877) 285-5990
Banks
and Brokers Call Collect at: (212) 297-0720
info@okapipartners.com
PRELIMINARY
COPY SUBJECT TO COMPLETION
DATED
JANUARY 15, 2010
GOLD
PROXY
SILICON
STORAGE TECHNOLOGY, INC.
SPECIAL
MEETING OF SHAREHOLDERS
THIS
PROXY IS SOLICITED ON BEHALF OF
THE
SST FULL VALUE COMMITTEE
THE
BOARD OF DIRECTORS OF
SILICON
STORAGE TECHNOLOGY, INC.
IS
NOT SOLICITING THIS PROXY
P R O X Y
The
undersigned appoints [________] and [________], and each of them, attorneys and
agents with full power of substitution to vote all shares of common stock of
Silicon Storage Technology, Inc. (the “Company”) which the undersigned would be
entitled to vote if personally present at the Special Meeting of Shareholders of
the Company, and including at any adjournments or postponements thereof and at
any meeting called in lieu thereof (the “Special Meeting”).
The
undersigned hereby revokes any other proxy or proxies heretofore given to vote
or act with respect to the shares of common stock of the Company held by the
undersigned, and hereby ratifies and confirms all action the herein named
attorneys and proxies, their substitutes, or any of them may lawfully take by
virtue hereof. If properly executed, this Proxy will be voted as
directed on the reverse and in their discretion with respect to any other
matters as may properly come before the Special Meeting that are unknown to The
SST Full Value Committee a reasonable time before this
solicitation.
IF
NO DIRECTION IS INDICATED WITH RESPECT TO THE PROPOSALS ON THE REVERSE, THIS
PROXY WILL BE VOTED AGAINST PROPOSALS 1 AND 2.
This
Proxy will be valid until the sooner of one year from the date indicated on the
reverse side and the completion of the Special Meeting.
IMPORTANT:
PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY!
CONTINUED
AND TO BE SIGNED ON REVERSE SIDE
[X] Please mark vote as in this
example
|
1.
|
The
approval of the Agreement and Plan of Merger, dated as of November 13,
2009, with Technology Resources Holdings, Inc., a Delaware corporation
(“Parent”), and Technology Resources Merger Sub, Inc., a California
corporation and wholly-owned subsidiary of
Parent.
|
|
|
FOR
|
AGAINST
|
ABSTAIN
|
|
|
[ ]
|
[ ]
|
[ ]
|
The
Committee recommends a vote “AGAINST” Proposal 1.
|
2.
|
The
Company’s proposal to vote to adjourn the Special Meeting, if necessary,
for the purpose of soliciting additional proxies to vote in favor of the
approval of the principal terms of the Merger and adoption of the Merger
Agreement.
|
|
|
FOR
|
AGAINST
|
ABSTAIN
|
|
|
[ ]
|
[ ]
|
[ ]
|
The
Committee recommends a vote “AGAINST” Proposal 2.
IN THEIR DISCRETION, THE PROXIES ARE
AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
SPECIAL MEETING.
DATED: ____________________________
____________________________________
(Signature)
____________________________________
(Signature,
if held jointly)
____________________________________
(Title)
WHEN SHARES
ARE
HELD JOINTLY, JOINT OWNERS SHOULD EACH
SIGN. EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC.,
SHOULD INDICATE THE CAPACITY IN WHICH SIGNING. PLEASE SIGN EXACTLY AS
NAME APPEARS ON THIS PROXY.