Recommends Stockholders Approve Acquisition by Uphill at $23.00 per ShareMILPITAS, Calif., June 26, 2015 — (PRNewswire) — Integrated Silicon Solution, Inc. (ISSI), a global fabless semiconductor company, today acknowledged receipt of a "best and final" offer from Cypress Semiconductor Corporation ("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 $23.00 per share provided by the amended merger agreement (the "Uphill Agreement") between ISSI and Uphill Investment Co. ("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).
The special meeting of ISSI stockholders to consider approval of the Uphill acquisition and related matters, as adjourned, will be held on June 29, 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. 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.
ISSI is a fabless semiconductor company that designs and markets high performance integrated circuits for the following key markets: (i) automotive, (ii) communications, (iii) industrial, and (iv) digital consumer. ISSI's primary products are high speed and low power SRAM and low, and medium and high density DRAM. ISSI also designs and markets NOR flash products and high performance analog and mixed signal integrated circuits. ISSI is headquartered in Silicon Valley with worldwide offices in Taiwan, Japan, Singapore, China, Europe, Hong Kong, India, and Korea. Visit ISSI's web site at www.issi.com.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements concerning the transaction with Uphill, the expected closing date and the revised proposal from Cypress are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those anticipated. Such risks and uncertainties include obtaining stockholder approval of the Uphill transaction, the satisfaction of the closing conditions in the Uphill Agreement (including regulatory approvals), further actions that may be taken by Cypress, the outcome of any existing or future litigation involving the acquisition transaction or other risks listed from time to time in ISSI's filings with the SEC, including ISSI's Form 10-K for the year ended September 30, 2014 and Form 10-Q for the quarter ended March 31, 2015. ISSI assumes no obligation to update or revise the forward-looking statements in this press release because of new information, future events, or otherwise.
Additional Information and Where to Find It
In connection with the Uphill Agreement and the merger contemplated thereunder, ISSI filed with the SEC a Schedule 14A containing a Proxy Statement and other relevant materials. The Proxy Statement was mailed on or about April 30, 2015 to ISSI's stockholders of record as of April 20, 2015. Amendments to the proxy materials were filed with the SEC on June 5, 2015, June 12, 2015, June 17, 2015, June 19, 2015 and June 23, 2015.
Stockholders may obtain, free of charge, copies of the definitive proxy statement, the amendments to the definitive proxy statement and any other documents filed by ISSI with the SEC in connection with the Special Meeting at the SEC's website ( http://www.sec.gov), at ISSI's website ( http://www.issi.com) or by writing to Investor Relations, Integrated Silicon Solution, Inc., 1623 Buckeye Drive, Milpitas, CA 95035.
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SOURCE Integrated Silicon Solution, Inc.
|Integrated Silicon Solution, Inc.
Cypress Semiconductor Corporation
Uphill Investment Co.
John M. Cobb, Chief Financial Officer, Investor Relations, (408) 969-6600
Email Contact Shelton Group, Leanne Sievers, EVP, P: 949-224-3874, E: Email Contact Matt Kreps, Managing Director, P: 214-272-0073, E: Email Contact