Integrated Silicon Solution, Inc(ISSI
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 approv
als, 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 requ
ired. 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 trans
action, 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 expe
cted 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 lon
ger constitutes a Superior Proposal (as define
d 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 represent
atives 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 tim
e, 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.