(By Balaseshan) Cypress Semiconductor Corp. (NASDAQ:CY) said it has agreed to buy Ramtron International Corp. (NASDAQ:RMTR) for about $109.8 million through a cash tender offer. Following the news, shares of RMTR grew 7.67% in premarket.
Cypress will acquire all outstanding common shares of Ramtron at $3.10 per share in cash, representing 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 the company's 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, Cypress will promptly amend its pending tender offer to increase the offer price to $3.10 and extend the expiration of the offer.
Cypress Chief Executive Rodgers said 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.
Through the strategic alternative review process, the board of Ramtron sought to determine a course of action that would enable the company's stockholders to fully realize the value inherent in the long-term growth prospects of the company.
The transaction is expected to close by the end of the calendar year. Greenhill & Co. LLC is financial advisor to Cypress and dealer manager for the tender offer, and Wilson Sonsini Goodrich & Rosati, Professional Corp., is legal counsel. Needham & Co. LLC is financial advisor to Ramtron and Shearman & Sterling LLP is legal counsel.
CY closed Tuesday's regular session at $12.58, while RMTR ended at $2.87.