ISSI同意20.25美元每股被赛普拉斯收购

2015-06-12 12:35:39来源: 美通社
    Integrated Silicon Solution, Inc(ISSI)昨晚(6月10日)发表声明,已经和赛普拉斯(Cypress Semiconductor Corporation)公司达成最终协议,对方将以20.25美元每股的价格现金收购ISSI。
对于此前收购过程中遇到的反垄断问题,赛普拉斯也表示会尽自己最大努力去解决,如果需要的话可以完全剥离ISSI的SRAM业务。本次收购合约的条件和细节条款仅提供给双方相关人员,并且双方都已经过充分协商。


截止发稿前,赛普拉斯公司股票上涨

新闻原稿:

Integrated Silicon Solution, Inc. (ISSI) today announced that it has finalized a definitive agreement to be acquired by Cypress Semiconductor Corporation (CY) for $20.25 per share in cash. With respect to the previously announced issue regarding antitrust approvals, Cypress has agreed to use its reasonable best efforts and take all reasonable actions to obtain such approvals, including fully divesting all of ISSI's SRAM business, if required. The definitive terms and conditions of a merger agreement detailing the current Cypress offer have been fully negotiated, and the merger agreement is subject only to execution by the parties.

As previously announced on May 29, 2015, ISSI entered into an Amendment to the Agreement and Plan of Merger dated as of March 12, 2015 ("Uphill Agreement") with Uphill Investment Co., pursuant to which Uphill agreed to acquire all of the outstanding common stock of ISSI for $20.00 per share in cash.

The ISSI Board of Directors has determined in good faith (after consultation with its financial advisor and outside legal counsel), taking into account all relevant legal, financial and regulatory aspects of the current Cypress offer and the likelihood of consummation of such transaction, that the current Cypress offer would be more favorable from a financial point of view to the ISSI stockholders than the merger under the Uphill Agreement and that the failure to enter into a definitive agreement with Cypress on the terms in the current Cypress offer would reasonably be expected to be inconsistent with its fiduciary duties under Delaware Law.

As required by the terms of the Uphill Agreement, ISSI has notified Uphill of the determination by the ISSI Board and provided Uphill with copies of the proposed transaction documents relevant to the current Cypress offer. In this notice, Uphill was informed that the ISSI Board is prepared to approve or recommend the Cypress offer and terminate the Uphill Agreement to enter into a definitive agreement with Cypress unless Uphill delivers within four days a written, binding and irrevocable offer to modify the terms of the Uphill Agreement in a manner such that the ISSI Board, shall have determined in good faith, after considering the terms of such offer, that the Cypress offer no longer constitutes a Superior Proposal (as defined in the Uphill Agreement). This four day period will expire at 5:00 p.m. Pacific Time on Sunday, June 14, 2015. ISSI and its representatives are prepared to negotiate in good faith with Uphill and its representatives regarding any modifications to the terms of the transaction contemplated under the Uphill Agreement, such that the current Cypress offer would no longer constitute a Superior Proposal.

As a result of the foregoing, the ISSI special meeting of stockholders that was scheduled for June 12, 2015 at 2:00 p.m., local time, will not occur until at least June 19, 2015.

The ISSI Board of Directors is not withholding, withdrawing, qualifying, amending or modifying its recommendation with respect to the Uphill Agreement and the merger with Uphill, is not proposing to do so, and is not making any recommendation with respect to the current Cypress offer at this time.

关键字:ISSI  赛普拉斯

编辑:北极风 引用地址:http://www.eeworld.com.cn/xfdz/2015/0612/article_42874.html
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