Micrel receives notice of Obrem's director nomination proposal

By Lisa Kerner

Charlotte, N.C., April 18 - Micrel, Inc. released a short statement on Friday acknowledging receipt of Obrem Capital Management LLC's notice that it intends to nominate directors for election to Micrel's board of directors at the company's 2008 annual meeting of shareholders.

The board's nominating and governance committee will review the notice, the statement said.

As previously reported, Obrem said it would nominate:

• Bill Bradford, a co-founder and general partner of Saguaro Ventures;

• Keith R. Gollust, a founding partner of Gollust, Tierney, and Oliver, a private investment firm;

• Eric Gomberg, a senior investment analyst at Obrem Capital Management;

• Ben Goren, a principal at GCG Capital;

• Keith M. Kolerus, former chairman of the board of ACI Electronics; and

• Andrew Rechtschaffen, founder and managing member of Obrem Capital Management.

On April 15, Micrel began soliciting proxies against proposals submitted by Obrem and its affiliates, it was reported in a schedule 14A filed with the Securities and Exchange Commission.

According to Micrel, Obrem, a 14.9% shareholder, is attempting to take control of Micrel's board of directors in order to force a sale of the company.

Obrem filed preliminary proxy statement soliciting proxies for the following:

• Remove Micrel's five current directors;

• Amend Micrel's bylaws to permit shareholders to fix the number of directors to a range of not less than four and not more than seven directors;

• Amend Micrel's bylaws to establish the number of directors at six;

• Elect six nominees proposed by Obrem to fill the six seats on the board; and

• Approve a non-binding shareholder resolution recommending that the board rescind the shareholder rights plan adopted by Micrel on March 28.

Micrel asked its shareholders to reject the first, second, third and fifth Obrem proposals. Obrem's fourth proposal will have no effect if Obrem's first three proposals are not adopted, the filing said.

If its proposals are accepted by Micrel shareholders, Obrem intends to ask that directors have Micrel engage an investment bank with semiconductor industry expertise to pursue a sale of the company, a prior SEC filing stated.

Micrel develops and manufactures high-performance analog power integrated circuits (ICs), mixed-signal ICs and digital ICs. The company is based in San Jose, Calif.

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