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 17, 2012. The offer was
previously scheduled to expire at 5:00 p.m., New York City time, on
August 3, 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. Except for the
extension of the expiration date, all other terms and conditions of the
offer remain unchanged. The all-cash offer is not conditioned on due
diligence or financing.
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.
In addition to extending its offer, Cypress sent the following letter to
Ramtron’s board of directors today:
|
|
|
|
|
|
August 6, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BY EMAIL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Board of Directors
|
|
|
|
|
|
|
|
|
Attn: Dr. William G. Howard, Jr., Chairman
|
|
|
|
|
|
|
|
|
Ramtron International Corporation
|
|
|
|
|
|
|
|
|
1850 Ramtron Drive
|
|
|
|
|
|
|
|
|
Colorado Springs, CO 80921
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gentlemen:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
It has now been over eight weeks since we made public our offer to
buy Ramtron. Despite this considerable amount of time, you do not
seem to be any closer to providing your stockholders with a fair
opportunity to consider our offer or a transaction that delivers
immediate and certain value in excess of what we have offered. This
morning, we extended our tender offer another two weeks.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Our decision to maintain our offer at a price of $2.68 per share was
made against the backdrop of Ramtron’s ongoing weak performance. As
the recently-announced failure to meet expectations for the second
quarter clearly shows, the company’s “transformation” is not
proceeding at the rate management promised. Contrary to your
assertion in recommending that stockholders reject our offer,
Ramtron does not appear to be “gaining traction” in the marketplace.
The weak guidance provided for the third quarter, which is
traditionally Ramtron’s strongest, was a surprise and was
specifically questioned by even the select few allowed to
participate in the recent earnings call. We share the concerns of
many of your stockholders regarding Ramtron’s deteriorating
financial performance and liquidity. We are committed to an
acquisition of Ramtron, but our patience to stand by as value at
Ramtron continues to slip away is not unlimited. If the board
continues to delay while the company’s prospects deteriorate, we are
not able to guarantee your stockholders the same valuation will
continue to be available.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We remain willing to proceed with our offer without access to any of
Ramtron’s confidential information. In response to your request, we
recently provided a markup to your draft confidentiality agreement
that includes appropriate protections for both companies. Our hope
was that by requesting this agreement, you were finally signaling
that you are willing to seriously discuss a negotiated transaction,
which we have always said is our preferred outcome.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The response that we received is disappointing. You continue to
insist that we agree to “standstill” and other restrictions that
impede our ability to pursue our offer. We will not have our hands
tied just so that you can provide us with management projections,
which we do not need and believe are inherently unreliable given
both the nature of the industry and Ramtron’s record of missing
three of the last four years of its own earnings guidance.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
You have still not given any indication of when Ramtron’s strategic
review process might conclude and no explanation of how, or if, it
will result in the delivery of superior value to your stockholders.
By your own admission, the process may result in the company
electing to continue as an independent entity or pursuing a
transaction that does not result in a liquidity event for
stockholders. We have been patient during this process, but we share
the growing frustration of many of your other stockholders that it
has now gone on far too long with much too little transparency. Your
stockholders are entitled to know the answers to the following
questions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
• Has the board re-evaluated our offer in light of Ramtron’s
second quarter results and current stock price, which is now below
our offer price?
|
|
|
|
|
|
|
|
|
• Why hasn’t the board given Ramtron’s stockholders the
opportunity to assess the reasonableness of the company’s
projections for themselves?
|
|
|
|
|
|
|
|
|
• Did the board and its advisors rely upon projections last year
when our prior acquisition proposal was rejected and, if so, how
do they compare to Ramtron’s actual results?
|
|
|
|
|
|
|
|
|
• When is the deadline for the submission of definitive proposals
from bidders in the strategic review process so that stockholders
will be able to evaluate other potential transactions relative to
our offer?
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Your decision to keep even this most basic information from your
stockholders naturally leads to questions about the credibility of
the process that you are conducting.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We believe that Ramtron has had more than adequate time to bring its
strategic review process to completion and the failure to do so can
lead to only one conclusion: you are unable to find a transaction
that is superior to our offer. If you are stalling in the hope that
we will lose interest in an acquisition, it bears repeating that we
are committed to acquiring Ramtron and that commitment will not
waiver. We will not allow you an unlimited amount of time to stand
in the way of our offer while failing to provide your stockholders
with a fair opportunity to consider it or a superior alternative.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
If the board and management continue to entrench themselves and
destroy stockholder value through continued poor performance and an
undefined strategic process, we may be forced to seek out new
directors who are more committed to maximizing value for your
stockholders.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Very truly yours,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
T.J. Rodgers
|
|
|
|
|
|
|
|
|
President and Chief Executive Officer
|
|
|
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 and Where to Find It
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.
This communication may be deemed to be solicitation material in respect
of the possible removal of directors from, and the election of directors
to, Ramtron’s board of directors. If a solicitation is commenced,
Cypress and Rain Acquisition Corp. (together, the “Cypress Group”) will
file a consent solicitation statement (the “Consent Statement”) and
other materials with the SEC with respect to a solicitation of written
consents (the “Consent Solicitation”) from the stockholders of Ramtron.
The members of the Cypress Group and certain of the directors, executive
officers and employees of Cypress may be deemed to be participants in
the Consent Solicitation when and if it is commenced. If the Consent
Solicitation is commenced, then the persons nominated by the Cypress
Group for election to Ramtron’s board of directors will also be
participants in the Consent Solicitation.
As of August 6, 2012, Cypress beneficially owned 1,667,584 shares of the
common stock of Ramtron, representing approximately 4.7% of the
outstanding shares. Additional information regarding the interests of
all of the participants, by security holdings or otherwise, will be
included in the Consent Statement and other relevant documents when and
if they are filed with the SEC in connection with the Consent
Solicitation.
Promptly after filing any definitive Consent Statement with the SEC, the
Cypress Group will mail such definitive Consent Statement to the
stockholders of Ramtron. INVESTORS AND STOCKHOLDERS OF RAMTRON ARE
URGED TO READ THE CONSENT STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE CYPRESS
GROUP WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. Investors and stockholders of
Ramtron may obtain free copies of these and other documents filed by the
Cypress Group with the SEC at the SEC’s website (www.sec.gov)
or from the Cypress Group’s soliciting firm, Georgeson Inc., at
212-440-9800 or toll-free at 866-219-9786.
Additional information regarding Cypress, the names of Cypress’s
directors and executive officers, and the interests of such persons, by
security holdings or otherwise, in Cypress can be found in Cypress’s
proxy statement for its 2012 Annual Meeting of Stockholders, which was
filed with the SEC on March 28, 2012. This document may be obtained free
of charge from the sources listed above.
Forward-Looking 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 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.
