Cypress Semiconductor Corporation (NASDAQ: CY) and Ramtron
International Corporation (NASDAQ: RMTR) have entered into a
definitive merger agreement under which Cypress will acquire all
outstanding stock of Ramtron at a price of $3.10 per share in cash.
The transaction, valued at approximately $109.8 million (excluding
assumed debt and options and including shares previously acquired
by Cypress), represents a premium of 71% to Ramtron’s closing price
of $1.81 per share on June 11, 2012, the day before Cypress
publicly disclosed its offer for Ramtron. The Boards of Directors
of both Cypress and Ramtron have approved the transaction.
Ramtron’s Board of Directors unanimously recommends that Ramtron
stockholders tender their shares in Cypress’s increased tender
offer.
The transaction will be structured as a cash tender offer for
all of the outstanding shares of Ramtron common stock. Consistent
with the requirements of the merger agreement between Cypress and
Ramtron, Cypress will promptly amend its pending tender offer to
increase the offer price to $3.10 and extend the expiration of the
offer; this extension will be in compliance with the rules and
regulations of the Securities and Exchange Commission (the “SEC”).
Subject to customary closing conditions, the transaction is
expected to close by the end of the calendar year.
“We are pleased to have reached an agreement with Ramtron,” said
T.J. Rodgers, President and Chief Executive Officer of Cypress.
“Ramtron and its employees have done an impressive job building a
valuable technology base, providing the market with a full
portfolio of innovative, low-power, nonvolatile memory
solutions.”
“The combination of Ramtron’s FRAM technology with Cypress’s
nvSRAM business, considerable R&D resources, historically
strong manufacturing capabilities, global sales organization, and
deep extension into distribution channels will create a significant
new entity in the nonvolatile memory business. We look forward to
working with Ramtron to complete the transaction quickly, enabling
a seamless transition for customers and business partners once the
transaction is complete,” Rodgers concluded.
“Through the strategic alternative review process, the Ramtron
Board sought to determine a course of action that would enable
Ramtron stockholders to fully realize the value inherent in the
long-term growth prospects of the company. Ultimately, the Board
concluded that a combination with Cypress accomplishes that
objective, and believes the transaction represents a positive
outcome for Ramtron stockholders, customers, partners and
employees,” said Dr. William G. Howard, Ramtron Chairman.
Greenhill & Co., LLC is financial advisor to Cypress and
dealer manager for the tender offer, and Wilson Sonsini Goodrich
& Rosati, Professional Corporation, is legal counsel. Needham
& Company, LLC is financial advisor to Ramtron and Shearman
& Sterling LLP is legal counsel.
The basis for the Ramtron Board’s recommendation will be set
forth in an amendment to Ramtron’s Schedule 14D-9, which Ramtron
will file promptly with the SEC.
Stockholders with questions can contact Ramtron’s information
agent and proxy solicitor, Innisfree M&A, at (888) 750-5834.
Stockholders will be able to obtain a copy of the amendment to the
Schedule 14D-9 after it is filed in the investor relations section
of Ramtron’s web site, at www.ramtron.com. Stockholders can obtain copies of
Cypress’s tender offer documents, including the Offer to Purchase,
Letter of Transmittal and related materials and amendments thereto,
when available, for free from the SEC at the SEC’s website
(www.sec.gov) or by contacting the
information agent for the tender offer, Georgeson Inc., at
212-440-9800 or toll-free at 866-219-9786.
About Ramtron
Ramtron International Corporation, headquartered in Colorado
Springs, Colorado, is a fabless semiconductor company that designs,
develops and markets specialized semiconductor memory and
integrated semiconductor solutions used in a wide range of product
applications and markets worldwide. For more information, visit
www.ramtron.com.
About Cypress
Cypress delivers high-performance, mixed-signal, programmable
solutions that provide customers with rapid time-to-market and
exceptional system value. Cypress offerings include the flagship
PSoC 1, PSoC 3, and PSoC 5 programmable system-on-chip families and
derivatives, CapSense touch sensing and TrueTouch solutions for
touchscreens. Cypress is the world leader in USB controllers,
including the high-performance West Bridge solution that enhances
connectivity and performance in multimedia handsets, PCs and
tablets. Cypress is also the world leader in SRAM memories. Cypress
serves numerous markets including consumer, mobile handsets,
computation, data communications, automotive, industrial and
military. Cypress trades on the Nasdaq Global Select Market under
the ticker symbol CY. Visit Cypress online at www.cypress.com.
Additional Information
This communication is for informational purposes only and does
not constitute an offer to buy or solicitation of an offer to sell
common stock of Ramtron International Corporation (“Ramtron”). The
tender offer is being made pursuant to a tender offer statement on
Schedule TO (including the Offer to Purchase, Letter of Transmittal
and related materials) filed by Cypress Semiconductor Corporation
(“Cypress”) with the Securities and Exchange Commission (the “SEC”)
on June 21, 2012. INVESTORS AND STOCKHOLDERS OF RAMTRON ARE URGED
TO READ THESE AND OTHER DOCUMENTS (AS THEY MAY BE AMENDED FROM TIME
TO TIME) CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN
IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE
OFFER. Investors and stockholders of Ramtron may obtain free copies
of these and other documents filed by Cypress with the SEC at the
SEC’s website (www.sec.gov). The Offer
to Purchase, Letter of Transmittal and related materials may also
be obtained for free by contacting the information agent for the
tender offer, Georgeson Inc., at 212-440-9800 or toll-free at
866-219-9786.
In connection with Cypress’s tender offer, Ramtron has filed a
solicitation/recommendation statement on Schedule 14D-9 with the
SEC. INVESTORS AND STOCKHOLDERS OF RAMTRON ARE URGED TO READ THE
SOLICITATION/RECOMMENDATION STATEMENT AND OTHER DOCUMENTS FILED
WITH THE SEC CAREFULLY IN THEIR ENTIRETY (WHEN THEY BECOME
AVAILABLE) BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors
and stockholders may obtain a free copy of these documents free of
charge at the SEC’s website at www.sec.gov. Ramtron also will provide a copy of
these materials without charge on its website at www.ramtron.com, or stockholders may call the
company’s Information Agent, Innisfree M&A Incorporated,
toll-free at (888) 750-5834.
Cautionary Statements
This release may be deemed to contain forward-looking
statements. These forward-looking statements include, among other
things, statements regarding Cypress’s proposal to acquire Ramtron,
the terms and conditions of such acquisition, Cypress’s ability to
integrate Ramtron into its operations, and the possible impact and
benefits of such acquisition to Cypress, each of which involve
risks and uncertainties. Readers are cautioned that these
forward-looking statements are only predictions and may differ
materially from actual future events or results due to a variety of
factors, including the business and economic conditions and growth
trends in the semiconductor industry and in various geographic
regions; our ability to manage financial risk; and other factors
listed in Cypress’s most recent reports on Form 10-K, 10-Q and 8-K.
The information above speaks only as of the date of this
release.
Cypress, the Cypress logo, PSoC, PowerPSoC, CapSense and West
Bridge are registered trademarks and Cypress Developer Community,
PSoC Creator and TrueTouch are trademarks of Cypress Semiconductor
Corp. All other trademarks are property of their owners.
This press release contains forward-looking statements. These
statements may be identified by the use of forward-looking words or
phrases such as “believe,” “expect,” “anticipate,” “should,” and
“potential,” among others. These forward-looking statements are
inherently difficult to predict and involve risks and uncertainties
that could cause actual results to differ materially, including,
but not limited to: general and regional economic conditions and
conditions specific to the semiconductor industry; demand for
Ramtron’s products; order cancellations or reduced order
placements; product sales mix; the timely development of new
technologies; competitive factors such as pricing pressures on
existing products and the timing and market acceptance of new
product introductions; Ramtron’s ability to maintain an appropriate
amount of low-cost foundry production capacity from its foundry
sources in a timely manner; our foundry partners’ timely ability to
successfully manufacture products for Ramtron; our foundry
partners’ ability to supply increased orders for F-RAM products in
a timely manner using Ramtron’s proprietary technology; any
disruptions of Ramtron’s foundry or test and assembly contractor
relationships; currency fluctuations; unexpected design and
manufacturing difficulties; defects in products that could result
in product liability claims; and the risk factors listed from time
to time in Ramtron’s SEC reports, including, but not limited to,
the Annual Report on Form 10-K for the year ended December 31, 2011
and the Quarterly Report on Form 10-Q for the quarter ended June
30, 2012. SEC-filed documents are available at no charge at the
SEC’s website (www.sec.gov) or from
the company.
All forward-looking statements included in this release are
based upon information available to Ramtron as of the date of this
release, which may change.
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