Microchip intends to use a substantial portion of the net proceeds from this offering to retire a portion of its outstanding convertible debt concurrently with this offering.i 1 2 Any remaining net proceeds will be used to reduce borrowings under its amended credit facility, which was amended on The notes will be sold to qualified institutional buyers pursuant to Rule 144A under the Act.i 1 2 Neither the notes nor the shares of Microchip's common stock issuable upon conversion of the notes, if any, have been registered under the Act or the securities laws of any other jurisdiction and may not be offered or sold in This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities, and shall not constitute an offer, solicitation, or sale in any jurisdiction in which such offer, solicitation, or sale is unlawful.