California Micro Devices Sends Letter to Stockholders

Urges Stockholders to Vote for the Company’s Directors on the WHITE Proxy Card

Commits to Adding Two Dialectic Directors to an Expanded Board

• Press Release
• Source: California Micro Devices
• On 4:00 pm EDT, Wednesday September 9, 2009

MILPITAS, Calif.--(BUSINESS WIRE)--California Micro Devices (Nasdaq Global: CAMD) (“CMD” or “The Company”) today announced that it is mailing a letter to the Company’s stockholders in connection with the Company’s 2009 Annual Meeting of Stockholders, scheduled for September 17, 2009. In the letter, the full text of which follows, the CMD Board recommends that stockholders vote the Company’s WHITE proxy card to re-elect the current CMD Board members, and commits to adding two of Dialectic Capital’s nominees to the Board once the results of the election have been certified. This course of action would effectuate the settlement agreement described in the stockholder letter that the Board believes to be in the best interest of stockholders, but which Dialectic reneged on. In this way, stockholders can add new voices and ideas to the Board while preserving the experience and expertise of the current Board members.

Related Quotes

Symbol	Price	Change
CAMD	3.01	+0.01

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On the morning of September 3, 2009, Wade Meyercord, Chairman of the CMD Board of Directors and John Fichthorn, Managing Member of Dialectic Capital, verbally agreed to settle the proxy contest between CMD and Dialectic. Later the same day at 3:08 PM PST, Dialectic’s counsel sent an email with a draft of the written settlement agreement. After reviewing the draft, CMD’s counsel responded at 7:01 PM PST, indicating that the draft, with some suggested revisions, had been sent to CMD for review and would be returned once reviewed by the Company. In that response, CMD’s counsel noted that this might take until the following day. The following day at 8:38 AM PST, Dialectic’s counsel sent CMD counsel an email stating that the settlement had been withdrawn by Dialectic due to what it inaccurately termed the lack of a “timely response.”

Further detail of the full chronology of settlement discussions between Dialectic and the Company can be found at annualmeeting.cmd.com.

About California Micro Devices Corporation

California Micro Devices Corporation is a leading supplier of protection devices for the mobile handset, high brightness LED (HBLED), digital consumer electronics and personal computer markets. Detailed corporate and product information may be accessed at www.cmd.com.

Additional Information

In connection with its 2009 annual meeting of stockholders, California Micro Devices Corporation has established a website, http://annualmeeting.cmd.com, where stockholders may obtain information related to our annual meeting, including our proxy statement and annual report, and may vote.

Forward Looking Statement Disclaimer and Non-GAAP Financial Measure Use

All statements contained in this press release and letter that are not historical facts are forward-looking statements which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. They are not guarantees of future performance or events. Rather, they are based on current expectations, estimates, beliefs, assumptions, and goals and objectives and are subject to uncertainties that are difficult to predict. As a result, our actual results may differ materially from the statements made. Often such statements can be identified by their use of words such as will, intends, expects, plans, believes, anticipates, and estimates. Forward-looking statements include the company’s belief that its proposed course of action offers a win/win proposition for increasing stockholder value; the company’s belief that adding two Dialectic nominees would provide the best resolution for CMD stockholders; the anticipated benefits of reelecting the existing board members and adding two Dialectic nominees; and the company’s expectations regarding timing and implementation of its proposal. These forward-looking statements are based upon our assumptions about and assessment of the future, which may or may not prove true, and involve a number of risks and uncertainties including, but not limited to the outcome of stockholder voting, the willingness of Dialectic’s nominees to join our board, whether our customers experience the demand we anticipate for their products, whether we incur unexpected operating expenses or obstacles to our cost reductions, whether there is increasing global economic stability, whether the designed performance of our devices satisfies our customers’ requirements so that they continue to design our devices into their products, whether our devices perform to their design specification, whether competitors introduce devices at lower prices than our devices causing price erosion and/or loss of market share for us, and whether we encounter any difficulty in obtaining the requisite supply of quality product from our contract manufacturers, contract assemblers and test houses without interruption or unanticipated price increases as well as the risk factors detailed in the company’s Form 8-K, 10-K, and 10-Q filings with the Securities and Exchange Commission. Due to these and other risks, the company’s future actual results could differ materially from those discussed above. These forward-looking statements speak only as of the date of this letter, and, except as required by law, we undertake no obligation to publicly release updates or revisions to these statements whether as a result of new information, future events, or otherwise.

California Micro Devices
Kevin Berry, 408-934-3144
Chief Financial Officer
or
Media:
Joele Frank, Wilkinson Brimmer Katcher
Jeremy Jacobs / Rachel Ferguson, 212-355-4449
or
Investor:
Innisfree
Arthur Crozier / Larry Miller, 212-750-5833