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ISSI endorses Uphill over Cypress

Posted: 29 Jun 2015 ?? ?Print Version ?Bookmark and Share

Keywords:fabless? agreement? stockholders? M&A? acquisition?

It appears that Cypress Semiconductor Corporation has already lost Integrated Silicon Solution Inc. (ISSI), a global fabless semiconductor company, to Uphill Investment Co. The important question now is: Will the ISSI stockholders agree with the company's recommendation?

ISSI acknowledged receipt of a "best and final" offer from Cypress to acquire ISSI for $22.60 per share in cash, together with an incremental ticking fee of $0.10 per share for each additional three months required to obtain regulatory approval for a transaction with Cypress which would begin to accrue daily starting on October 1, 2015, up to a maximum of $0.20 per share.

After considering that the best and final offer from Cypress (including the expected value of the ticking fee) had a lower price than the $23 per share provided by the amended merger agreement between ISSI and Uphill, the ISSI Board has determined that the revised proposal from Cypress does not constitute and would not be reasonably expected to lead to a superior proposal (as defined in the Uphill Agreement).

Early this month, ISSI put a stop to its transaction with Cypress over antitrust concerns. ISSI had entertained the Cypress offer per the original Uphill Agreement that it would consider a superior offer.

The special meeting of ISSI stockholders to consider approval of the Uphill acquisition and related matters, as adjourned, will be held on June 29 at the offices of Wilson Sonsini Goodrich & Rosati, P.C., 650 Page Mill Road, Palo Alto, California 94304. ISSI stockholders of record as of the close of business on April 20, 2015 are entitled to notice of, and to vote at, the special meeting.

The ISSI Board of Directors continues to recommend that ISSI's stockholders vote for the adoption of the Uphill Agreement.

ISSI and Uphill continue to expect the acquisition to close in the third calendar quarter of 2015.


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