Three Proxy Advisory Firms Recommend Microchip/SST Merger Agreement

Silicon Storage Technology, Inc. announced that RiskMetrics Group’s ISS Proxy Advisory Services, Glass Lewis & Co. and PROXY Governance, three independent proxy advisory firms, have all recommended that SST shareholders vote ‘FOR’ the Company’s proposed merger agreement with Microchip Technology Incorporated at the Special Meeting of Shareholders to be held on April 8, 2010.

As previously announced, under the terms of the agreement, Microchip will acquire all of the outstanding shares of SST common stock for $3.05 per share in cash.

"We are pleased that RiskMetrics, Glass Lewis and PROXY Governance have recommended that SST shareholders vote ‘FOR’ our proposed merger with Microchip. After a review of the alternatives available and an extensive go-shop period, the Strategic Committee of the SST Board of Directors believes that the Microchip transaction delivers superior value to SST shareholders," said Ronald Chwang, Chairman of the Strategic Committee.

In its March 27, 2010 report recommending that SST shareholders vote ‘FOR’ the Microchip merger agreement, ISS stated: "ISS’s review of the merger background suggests that the board ran a thorough sale process. This included establishing an independent Strategic Committee, and ensuring an exhaustive go-shop process which resulted in a higher offer. We believe there is significant downside if the proposed merger is not approved."

In its March 26, 2010 report recommending that SST shareholders vote ‘FOR’ the Microchip merger agreement, Glass Lewis stated: "The competitive bidding process resulted in potential acquirers increasing their agreed upon purchase prices three times, each at a lower increment, culminating with Microchip’s $0.05 per share increase on March 8."

In its March 24, 2010 report recommending that SST shareholders vote ‘FOR’ the Microchip merger agreement, PROXY Governance stated: "We support this transaction because it appears to place a fair value on the company based on the overall market reaction, the premium offered, and the company’s historic prices."

As previously announced, the Microchip merger transaction, which is expected to close in the second calendar quarter of 2010, is conditioned on approval of a majority of the outstanding shares of SST common stock as well as customary closing conditions. The SST Special Meeting of Shareholders will be held on April 8, 2010. The transactions contemplated by the merger agreement will be funded by Microchip with cash on hand and are not subject to financing.

Houlihan Lokey is serving as the exclusive financial advisor to the Strategic Committee of the SST Board of Directors in connection with the transaction.

Shearman & Sterling LLP is serving as legal advisor to the Strategic Committee of the SST Board of Directors in connection with the transaction.

Cooley Godward Kronish LLP is serving as legal advisor to SST in connection with the transaction.

Wilson Sonsini Goodrich & Rosati PC is serving as legal advisor to Microchip in connection with the transaction.