I see a disconnect. Somebody knowledgeable, please comment. here it goes : Atmel had a deal with Dialog Semiconductor worth 4.6 Billion Dollars on September 1

I see a disconnect. Somebody knowledgeable, please comment. here it goes : Atmel had a deal with Dialog Semiconductor worth 4.6 Billion Dollars on September 15 already, refer [0] [1]. Microchip manage to break that deal with 137 Million dollar termination fee, but with a deal worth of 3.6 Billion Dollars. That's 1 Billion dollars "less" deal worth agreed by Atmel to be sold. Sounds unbelievable! MCHP managed to do this by giving more cash for Atmel shareholders? (..and not to forget 137 M of termination fine.) 1 Billion dollar (which was imaginary) disappeared into thin air?? If it was not of real value, then how / why Dialog over valued it? Whoever understands all this, please comment. [0] : http://www.dialog-semiconductor.com/content/dialog-semiconductor-acquire-atmel-46-billion http://www.dialog-semiconductor.com/content/dialog-semicondu... [1] : http://fortune.com/2015/09/21/dialog-buying-atmel/ http://fortune.com/2015/09/21/dialog-buying-atmel/