Cypress Semiconductor Corporation CY announced today the completion
of its tender offer for all of the outstanding shares of common stock of
Ramtron International Corporation RMTR. The subsequent offering
period expired at 5:00 p.m., New York City time, on October 17, 2012.
Computershare Inc., the depositary for the tender offer, has advised Cypress
that 25,912,939 shares were validly tendered and not withdrawn during the
initial and subsequent offering periods (including shares that were tendered
by guaranteed delivery procedures and subsequently delivered), all of which
have been accepted for payment and purchased. Such shares, together with
shares beneficially owned by Cypress, represent a total of approximately 78%
of Ramtron’s outstanding stock.
Cypress will acquire all of the remaining outstanding stock of Ramtron by
means of a merger pursuant to Delaware law. Because Cypress owns less than 90%
of the outstanding Ramtron stock, the “short-form†merger provisions of
Delaware law are not available for use in that merger. Instead, the merger
will be consummated following a special meeting of Ramtron’s stockholders.
Cypress has sufficient voting power to approve the merger at that meeting
without the affirmative vote of any other Ramtron stockholder. Ramtron will
file a preliminary proxy statement in connection with the merger with the
Securities and Exchange Commission shortly, and Cypress currently expects that
the merger will be completed in the fourth quarter of 2012.
Following the merger, Ramtron will be a wholly owned subsidiary of Cypress,
and each outstanding share of Ramtron stock that was not tendered and
purchased in the tender offer will be cancelled and converted into the right
to receive the same $3.10 per share in cash, less any withholding taxes and
without interest, provided in the tender offer, except for shares owned by
Cypress or Ramtron or shares for which appraisal rights have been validly
asserted. Information regarding the merger will be mailed to Ramtron
stockholders who did not tender their shares in the offer, and, following the
consummation of the merger, instructions will be mailed to stockholders
outlining the actions to be taken to obtain the merger consideration. After
the merger, Ramtron common stock will cease to be traded on the Nasdaq Global
Market. Until that time, Ramtron common stock will continue to trade.
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