A committee of the Board of Directors of Cypress Semiconductor Corp.
(NYSE:CY) today approved the spin-off of its shares of Class B common
stock of SunPower Corp. to Cypress’s
stockholders.
The distribution of the SunPower outstanding Class B shares owned by
Cypress will be made to Cypress stockholders of record as of the close
of trading on the NYSE on September 17, 2008 (the "record date"). The
distribution of the Class B shares will be made after the close of
trading on September 29, 2008, provided that, at such time, the SunPower
Class B common stock is listed for trading on the Nasdaq Global Select
Market and SunPower has on file an effective registration statement with
the Securities and Exchange Commission with respect to the spin-off.
Cypress currently expects that these conditions to the spin-off will be
satisfied. SunPower is currently in the process of listing the Class B
common stock on the Nasdaq Global Select Market.
SunPower has reserved the symbol “SPWRB”
for the Class B common stock. Each share of Class B common stock
entitles the holder to eight votes on all matters submitted to
stockholders. Each share of Class A common stock of SunPower, which is
listed under the symbol “SPWR”
on the Nasdaq Global Select Market, entitles the holder to one vote on
all matters submitted to stockholders. SunPower has reserved the symbol “SPWRA”
for the Class A common stock following the distribution. The approximate
outstanding shares of SPWRA and SPWRB will be 44 million and 42 million,
respectively.
Cypress expects to distribute approximately 0.27 of a share of SunPower
Class B common stock for every share of Cypress common stock outstanding
as of the record date, based on the number of Cypress shares outstanding
on that date. Cypress stockholders will receive cash in lieu of
fractional shares for amounts of less than one SunPower share. The exact
distribution ratio will be determined on the record date and will vary
with employee options that may be exercised before the record date.
"We are extremely pleased to distribute approximately $3.6 billion in
value to our shareholders," said Cypress President and CEO T.J. Rodgers.
"Over the last six years, the Cypress-SunPower partnership has led to
the development and expansion of one of the world's most successful
alternative energy companies with industry-leading products and an
unprecedented market opportunity.
"This distribution offers significant advantages to both SunPower and
Cypress.
