Exhibit 3
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`EFiled: Sep 3 2010 2:40PM EDT
`Transaction ID 33038587
`Case No. 769-VCS
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`EFiled: Sep 3 2010 2:40PM EDT
`Transaction ID 33038587
`Case No. 769-VCS
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`EFiled: Nov 16 2009 9:53AM EST
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`Transaction ID 28049859
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`Case No. 4161-CC
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`IN THE COURT OF THE CHANCERY OF THE STATE OF DELAWARE
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`IN RE ATMEL CORPORATION
`SHAREHOLDERS LITIGATION
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`CONSOLIDATED
`Civil Action No. 4161-CC
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`SCHEDULING ORDER
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`The parties to the above-captioned action (the “Delaware Action”) having applied
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`pursuant to Delaware Court of Chancery Rule 23(e) for an order for notice and
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`scheduling of a hearing with respect to the proposed settlement of the Delaware Action in
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`accordance with the Stipulation and Agreement of Compromise, Settlement and Release
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`entered into by the Parties on November 6, 2009 (the “Stipulation”), which, together with
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`the Exhibits thereto, sets forth the terms and conditions for the proposed Settlement of the
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`Shareholder Actions, and which provides for ultimate dismissal of the Shareholder
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`Actions with prejudice,
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`NOW, THEREFORE, this 16th day of November, 2009, upon application of the
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`parties, IT IS HEREBY ORDERED that:
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`1.
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`Except for terms defined herein, the Court adopts and incorporates the
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`definitions in the Stipulation for purposes of this Order.
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`2.
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`Solely for purposes of the Settlement, the Delaware Action shall be
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`preliminarily maintained as a non-opt-out class action pursuant to Chancery Court Rules
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`23(a), 23(b)(1), and 23(b)(2) on behalf of all Persons (excluding Defendants, their
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`immediate families, heirs and assigns, and those in privity with them) who owned
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`common stock of Atmel Corporation, as record or beneficial holders, at any time from
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`October 2, 2008, through and including November 6, 2009 (the “Settlement Class”). The
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`Court preliminarily certifies the Louisiana Municipal Police Employees’ Retirement
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`System as Class representative (“Class Plaintiff”). The law firms of Grant & Eisenhofer
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`P.A. and Bernstein Litowitz Berger & Grossmann LLP are preliminarily certified as the
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`Co-Lead Counsel for Class Plaintiff and the Settlement Class (collectively, “Co-Lead
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`Counsel”).
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`3.
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`A hearing (the “Settlement Hearing”) shall be held on January 7, 2010 at
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`2:30 p.m., at the Court of Chancery, 34 The Circle, Georgetown, Delaware 19947 to:
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`a.
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`b.
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`c.
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`d.
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`e.
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`f.
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`g.
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`determine whether the preliminary certifications herein should be
`made final;
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`determine whether LAMPERS and its counsel have adequately
`represented the Settlement Class;
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`determine whether the Settlement should be approved by the Court
`as fair, reasonable, adequate, and in the best interests of the
`Settlement Class;
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`determine whether an Order and Final Judgment should be entered
`pursuant to the Stipulation;
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`hear and determine any objections to the Settlement or the
`application of Co-Lead Counsel for an award of attorneys’ fees and
`expenses;
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`consider the application of Co-Lead Counsel for an award of
`attorneys’ fees and expenses; and
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`rule on such other matters as the Court may deem appropriate.
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`4.
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`The Court reserves the right to adjourn the Settlement Hearing or any
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`adjournment thereof, including the consideration of the application for attorneys’ fees,
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`without further notice of any kind other than oral announcement at the Settlement
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`Hearing or any adjournment thereof.
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`2
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`5.
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`The Court reserves the right to approve the Settlement at or after the
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`Settlement Hearing with such modification(s) as may be consented to by the parties to the
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`Stipulation and without further notice to the Settlement Class.
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`6.
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`At least forty-five (45) days prior to the Settlement Hearing, Atmel shall
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`cause a Notice Of Pendency Of Class Action, Proposed Class Action Determination,
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`Proposed Settlement Of Class Action, Settlement Hearing, and Right To Appear (the
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`“Notice”), substantially in the form annexed as Exhibit B to the Stipulation, to be
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`published by means of (a) a press release substantially in the form attached as Exhibit D
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`to the Stipulation which, together with the Stipulation and Notice, shall be made available
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`on the Company’s website until the expiration date of the time for filing a notice of
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`appeal from the Final Judgment, and (b) a Form 8-K filing with the Securities and
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`Exchange Commission that includes the press release referred to above, the Stipulation,
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`and the Notice.
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`7.
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`The form and method of notice specified herein is the best notice
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`practicable and shall constitute due and sufficient notice of the Settlement Hearing to all
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`persons entitled to receive such a notice, and fully satisfies the requirements of due
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`process, Delaware Court of Chancery Rule 23, and applicable law. Counsel for Atmel
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`shall, at least ten (10) days prior to the date of the Settlement Hearing directed herein, file
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`with the Court of Chancery proof of publication of the Notice in accordance with
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`Paragraph 6.
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`3
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`8.
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`Confirmatory discovery of the Defendants, as set forth in the Stipulation,
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`shall be concluded by Co-Lead Counsel on or before the date on which the Notice is
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`published in accordance with Paragraph 6.
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`9.
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`All proceedings in the Shareholder Actions, other than such proceedings
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`as may be necessary to carry out the terms and conditions of the Settlement, are hereby
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`stayed and suspended until further order of this Court. Pending final determination of
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`whether the Settlement should be approved, Plaintiff Releasors and any of them are
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`enjoined and barred from pursuing or prosecuting any Settled Plaintiffs’ Claims, and
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`from instituting or commencing any action or proceeding or otherwise suing any of the
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`Released Persons for any Settled Plaintiffs’ Claims, and Defendant Releasors and any of
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`them are enjoined and barred from pursuing or prosecuting any Settled Defendants’
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`Claims, and from instituting or commencing any action or proceeding or otherwise suing
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`any Plaintiffs, Settlement Class Members or their counsel.
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`10.
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`Any Settlement Class Member who objects to the Settlement, certification
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`of the Settlement Class, the Order and Final Judgment to be entered in the Delaware
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`Action, and/or Co-Lead Counsel’s application for an award of attorneys’ fees and
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`expenses, or who otherwise wishes to be heard, may appear in person or by his or her
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`attorney at the Settlement Hearing and present evidence or argument that may be proper
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`and relevant; provided, however, that, except for good cause shown, no person other than
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`Co-Lead Counsel and counsel for the Defendants in the Delaware Action shall be heard
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`and no papers, briefs, pleadings, or other documents submitted by any Class member
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`shall be considered by the Court unless, not later than ten (10) calendar days prior to the
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`4
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`Settlement Hearing directed herein (a) a written notice of intention to appear; (b) proof of
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`membership in the Settlement Class; (c) a detailed statement of the Settlement Class
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`Member’s objections to any matters before the Court; and (d) the grounds therefor or the
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`reasons why such Settlement Class Member desires to appear and be heard, as well as all
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`documents or writings such person desires the Court to consider, are filed by such person
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`with the Court of Chancery and, on or before such filing, served by hand, email or
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`overnight delivery on the following counsel of record:
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`Diane Zilka
`Grant & Eisenhofer P.A.
`1201 North Market Street
`Wilmington, DE 19801
`dzilka@gelaw.com
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`Andre G. Bouchard
`Bouchard, Margules & Friedlander, P.A.
`222 Delaware Avenue, Suite 1400
`Wilmington, DE 19801
`abouchard@bmf-law.com
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`11.
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`Any Settlement Class Member who fails to object in the manner described
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`above shall be deemed to have waived the right to object (including any right of appeal)
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`and shall be forever barred from raising such objection in this or any other action or
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`proceeding.
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`12.
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`The Stipulation and any negotiations, statements, or proceedings in
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`connection therewith, shall not be deemed a presumption, concession, or admission by
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`any Party of any fault, liability, or wrongdoing or lack of any fault, liability, or
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`wrongdoing, as to any facts or claims alleged or asserted in the Shareholder Actions, or
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`any other actions or proceedings, and shall not be interpreted, construed, deemed,
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`5
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`invoked, or offered, revealed in evidence, or otherwise used by any Person in the
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`Shareholder Actions or in any other action or proceeding, whether civil, criminal, or
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`administrative, except in connection with any proceeding to enforce the terms of this
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`Settlement. Notwithstanding the foregoing, any of the Released Persons may file the
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`Stipulation or any judgment or order of the Court related hereto, in the California Action,
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`or any other action that may be brought against them, in order to support any and all
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`defenses or counterclaims based on res judicata, collateral estoppel, release, good-faith
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`settlement, judgment bar or reduction, or any other theory of claim preclusion or issue
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`preclusion, or similar defense or counterclaim.
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`13.
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`If the Settlement is approved by the Court following the Settlement
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`Hearing, an Order and Final Judgment will be entered as described in the Stipulation.
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`14.
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`If the Settlement does not receive Final Court Approval, the Parties shall
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`revert to their respective litigation positions as if the Stipulation, and all negotiations,
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`discussions and proceedings in connection therewith, never existed, except for Atmel’s
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`obligation to pay for any expenses incurred in connection with the Notice and
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`administration provided for by this Scheduling Order.
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`15.
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`The Court may, for good cause, extend any of the deadlines set forth in
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`this Order without further notice to Class members.
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` Chancellor
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`6
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