Cypress Semiconductor Corporation (NASDAQ: CY) today announced that it
has extended its tender offer to acquire all of the outstanding stock of
Ramtron International Corporation (NASDAQ: RMTR) for $2.68 per share in
cash to 5:00 p.m., New York City time, on August 3, 2012. The offer was
previously scheduled to expire at 12:00 midnight, New York City time, on
July 19, 2012. Cypress’s offer represents a 48% premium over Ramtron’s
closing price of $1.81 per share on June 11, 2012, the day before
Cypress publicly disclosed its offer for Ramtron. The all-cash offer is
not conditioned on due diligence or financing.
In addition, Cypress today announced that the waiting period pursuant to
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
applicable to its acquisition of Ramtron has expired and that Cypress
has received the necessary regulatory clearance pursuant to the German
merger control laws. Cypress does not believe that any other regulatory
approvals are necessary in connection with the acquisition.
Cypress continues to believe that its offer represents full and fair
value and provides Ramtron’s stockholders with immediate liquidity at a
substantial premium in a very volatile market.
“Ramtron’s contention that we have ‘bypassed’ its strategic review
process—a process that exists only because of our prior offers—is simply
untrue,” said T.J. Rodgers, President and Chief Executive Officer of
Cypress. “We have repeatedly said that we prefer a negotiated
transaction and have attempted to engage with Ramtron on numerous
occasions. Ramtron continues to insist that Cypress agree to a
‘standstill’ and other restrictions that would impede our ability to
pursue a transaction.”
Mr. Rodgers concluded, “Cypress remains committed to acquiring Ramtron,
and we will pursue all necessary alternatives to complete a transaction.”
Greenhill & Co., LLC is acting as financial advisor to Cypress and
dealer manager for the offer, and Wilson Sonsini Goodrich & Rosati,
Professional Corporation, is acting as legal counsel.
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.
Forward-Looking Statements
This release may be deemed to contain forward-looking statements,
which are subject to the safe harbor provisions of the Private
Litigation Reform Act of 1995. These forward-looking statements include,
among other things, statements regarding Cypress’s proposal to acquire
Ramtron and the terms and conditions of such acquisition, 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.
