Cypress Semiconductor Commences Tender Offer for Ramtron International for $2.68 Per Share in Cash
Cypress Semiconductor Corporation (NASDAQ: CY) today announced that it has commenced a tender offer to acquire all of the outstanding common stock of Ramtron International Corporation (NASDAQ: RMTR) for $2.68 per share in cash. This represents a 48% premium over Ramtron's closing price of $1.81 per share on June 11, 2012, the day before Cypress publicly disclosed its offer for Ramtron, and a significant increase to Cypress's prior offer. The offer and withdrawal rights will expire at 12:00 midnight, New York City time, on July 19, 2012, unless the offer is extended.
“We are disappointed that Ramtron's Board of Directors has again rejected our acquisition proposal and chosen to deny its stockholders the opportunity to achieve a substantial premium and immediate liquidity for their shares,” said T.J. Rodgers, President and Chief Executive Officer of Cypress. “Instead, Ramtron is embarking on an uncertain strategic review process that could take many months. As a condition to our participation in that process, Ramtron asked that we agree to a highly restrictive ‘standstill' agreement that would prevent us from proceeding with our offer for at least two years. Our offer is not subject to any due diligence or financing conditions, we do not require access to any of Ramtron's confidential information, and we are unwilling to agree to that type of restriction on our ability to take our offer directly to Ramtron's stockholders.”
Mr. Rodgers continued, “Although we continue to seek a negotiated agreement with Ramtron, we are committed to pursuing our $2.68 per share cash offer and will take all necessary steps to complete it. Our offer can be completed quickly, and we urge Ramtron's stockholders to promptly tender their shares. In so doing, they can send a clear message to Ramtron's Board that it should set aside Ramtron's ‘poison pill' and support our offer.”
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