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EXHIBIT 99.1
TELCOM SEMICONDUCTOR, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR A SPECIAL MEETING OF STOCKHOLDERS
_____________________, 2000
The undersigned hereby appoints Robert G. Gargus and Phillip M. Drayer, and
each of them, as attorneys and proxies of the undersigned, with full power of
substitution and resubstitution, to vote all of the shares of stock of TelCom
Semiconductor, Inc. ("TelCom") which the undersigned may be entitled to vote at
a Special Meeting of Stockholders of TelCom to be held at _____________________,
_____________________, ___________________, on__________________, 2001,
at ________ a.m., local time, and at any and all postponements, continuations
and adjournments thereof (the "TelCom Special Meeting"), with all powers that
the undersigned would possess if personally present, upon and in respect of the
following matters and in accordance with the following instructions, with
discretionary authority as to any and all other matters that may properly come
before the Special Meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. UNLESS A CONTRARY DIRECTION IS
INDICATED, THIS PROXY WILL BE VOTED FOR PROPOSAL 1, AS MORE SPECIFICALLY
DESCRIBED IN THE NOTICE AND IN THE PROXY STATEMENT/PROSPECTUS TRANSMITTED IN
CONNECTION WITH THE TELCOM SPECIAL MEETING. ANY HOLDER WHO WISHES TO WITHHOLD
THE DISCRETIONARY AUTHORITY REFERRED TO IN PROPOSAL 2 BELOW SHOULD MARK A LINE
THROUGH THE ENTIRE PROPOSAL.
MANAGEMENT RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
PROPOSAL 1 To approve and adopt the Agreement and Plan of Reorganization
dated as of October 26, 2000, among Microchip Technology
Incorporated ("Microchip"), Matchbox Acquisition Corp., a newly
formed wholly owned subsidiary of Microchip ("Merger Sub"), and
TelCom, pursuant to which Merger Sub will merge with and into
TelCom, and Merger Sub will cease to exist and TelCom will become
a wholly owned subsidiary of Microchip (the "Merger") and to
approve the Merger.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PROPOSAL 2 In the Board's discretion, to act upon any matters incidental to
the foregoing and such other business as may properly come before
the TelCom Special Meeting.
Receipt of the Prospectus/Proxy Statement dated _________________, 2000, is
hereby acknowledged.
Dated __________________, 200__ --------------------------------------
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SIGNATURE(S)
Please sign exactly as your name
appears hereon. If the stock is
registered in the names of two or more
persons, each should sign. Executors,
administrators, trustees, guardians and
attorneys-in-fact should add their
titles. If signer is a corporation,
please give full corporate name and
have a duly authorized officer sign,
stating title. If signer is a
partnership, please sign in partnership
name by an authorized person.
PLEASE VOTE, SIGN, DATE AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED RETURN
ENVELOPE WHICH IS POSTAGE PREPAID IF MAILED IN THE UNITED SATES.
