Bidding war: Cypress ups ISSI offer to $20.25/share

31 May 2015 | Author: | No comments yet »

Cypress Semiconductor Corporation Sends Letter To Board Of Directors Of Integrated Silicon Solution, Inc..

Cypress Semiconductor Corp high its begin to spend money on Integrated Silicon Solution Inc to really usd20.25 per part, stomping Uphill Investment Co’s enhanced present made above Friday. The company, on May 29, 2015, reported that it has entered into an amendment to its previously announced merger agreement with Uphill Investment Co (“Uphill”). Cypress, inside a written request to effectively ISSI’s flat panel, put it looks to tangle with better along with complete international retention microchip producers pursuing the bargain.

Under the terms of the amendment, the merger consideration was increased to $20.00 per share in cash, from the $19.25 per share in cash pursuant to the Agreement of Merger dated as of March 12, 2015 (the “Uphill Agreement”). ISSI also announced that its special meeting of stockholders to consider approval of the Uphill acquisition and related matters will be held on June 12, 2015 at 2:00 p.m. local time, at the offices of Wilson Sonsini Goodrich & Rosati, P.C., 650 Page Mill Road, Palo Alto, California 94304. We have also enclosed a side letter (the “Side Letter”) that outlines certain commitments that Cypress is prepared to make in connection with obtaining regulatory approvals.

Highlights included: Net sales increased 9% to $502.4 million from $460.7 million in the first quarter of 2014; Operating income was $33.9 million, or 6.8% of net sales, compared to $15.0 million, or 3.3% of net sales in the first quarter of 2014; Income tax expense was $8.9 million, at an effective tax rate of 40.6%, compared to $4.0 million, at an effective tax rate of 44.3% in last year’s first quarter; Net income was $13.1 million, or $0.15 per diluted share. While we have invested significant time and effort in due diligence over the past 10 days, we must express frustration as to the slow pace at which we were given access to the data room as well as the slow pace at which documents were posted. The attached Merger Agreement does not contain any financing conditions and includes a representation and warranty by Cypress that it will have all the funds available as and when needed to consummate the merger. This quarterly dividend represents $0.80 per share on an annualized basis and represents an increase of approximately 2.6% over the prior quarterly dividend rate on a split-adjusted basis. As the merger positions Cypress to innovate and compete with full service global memory chip manufacturers, this is a pro-competitive merger between complementary companies.

NRG Yield owns a diversified portfolio of contracted renewable and conventional generation and thermal infrastructure assets in the U.S., including fossil fuel, solar and wind power generation facilities that provide the capacity to support more than one million American homes and businesses. In an effort to put any potential regulatory concerns to rest (even though we believe none should exist), Cypress is willing to execute the Side Letter concurrently with the execution of the Merger Agreement. IMW Industries is now Clean Energy Compression, NorthStar is now Clean Energy Cryogenics and CERF is now Clean Energy Renewables. “The strategic importance of unifying our divisions under a single Clean Energy mark and brand identity cannot be understated. Thus, unlike the provisions relating to the far more daunting CFIUS and Taiwan regulatory issues in the Uphill Merger Agreement, Cypress is not limiting its commitment to a maximum dollar amount. Notwithstanding anything to the contrary contained herein, nothing in this letter constitutes a binding obligation of Cypress to proceed with or consummate a transaction.

As such, we are simultaneously releasing this letter and the attachments to the public as we believe that it is in the best interest of ISSI and its stockholders to have full information regarding our proposal. Because these statements reflect the Company’s current views, expectations and beliefs concerning future events, these forward-looking statements involve risks and uncertainties that may affect the Company’s business or future financial results. These risks include, among others, risks associated with the economy; conditions in the overall semiconductor market; acceptance and demand for the Company’s products; technological and development risks; legal and regulatory matters and other competitive factors.

Additional factors that could cause future results or events to differ from those the Company expects are those risks discussed under Item 1A., “Risk Factors,” in Cypress’s Annual Report on Form 10-K for the fiscal year ended December 28, 2014, Cypress’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2015, and other reports filed by Cypress with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, the occurrence of certain events or otherwise. Cypress CY, -1.58% delivers high-performance, high-quality solutions at the heart of today’s most advanced embedded systems, from automotive, industrial and networking platforms to highly interactive consumer and mobile devices. With a broad, differentiated product portfolio that includes NOR flash memories, F-RAM™ and SRAM, Traveo™ microcontrollers, the industry’s only PSoC® programmable system-on-chip solutions, analog and PMIC Power Management ICs, CapSense® capacitive touch-sensing controllers, and Wireless BLE Bluetooth® Low-Energy and USB connectivity solutions, Cypress is committed to providing its customers worldwide with consistent innovation, best-in-class support and exceptional system value.

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