MILPITAS, Calif., Aug. 13, 2015 /PRNewswire/ -- Integrated Silicon Solution, Inc. (Nasdaq: ISSI), a global fabless semiconductor company, today provided an update on the closing of its pending acquisition by Uphill Investment Co ("Uphill") for $23.00 per share in cash, pursuant to the Agreement of Merger dated as of March 12, 2015, as previously amended (the "Merger Agreement").
ISSI and Uphill continue to make progress with respect to the closing conditions in the Merger Agreement. In particular, ISSI has completed the internal restructuring of its operations in Taiwan as contemplated by the Merger Agreement. As a result of the restructuring, all of the assets and employees to be divested have been transferred to ISSI's Chingis Technology subsidiary. ISSI has entered into a Share Sale and Purchase Agreement with MediaTek Capital Corp. to sell Chingis for $27.1 million. The Chingis sale is subject to regulatory approvals in Taiwan and is expected to close shortly before the closing of ISSI's acquisition by Uphill. The acquisition of ISSI by Uphill (after ISSI's divestiture of its Chingis subsidiary) is also subject to regulatory approval in Taiwan and the application for such approval is expected to be submitted in the next few days.
Additionally, the Committee on Foreign Investment in the United States (CFIUS) has advised ISSI that it is undertaking an investigation of the proposed acquisition of ISSI by Uphill and that the investigation will be completed no later than August 31, 2015. ISSI and Uphill have provided information to CFIUS and are cooperating fully with the process.
Upon the satisfaction of the foregoing conditions and the other conditions in the Merger Agreement, ISSI and Uphill still expect to complete the merger by the end of the current calendar quarter.
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 completion of the Chingis sale (including obtaining regulatory approvals in Taiwan and expecting to close shortly before the closing of ISSI's acquisition by Uphill), the regulatory approval in Taiwan needed for the acquisition of ISSI by Uphill and the timing of submitting the application for such approval. the completion of the CFIUS review (including the completion date and cooperating fully with the CFIUS process) and expecting to complete the merger by the end of the current calendar quarter 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 the timing and ability to obtain regulatory approval of the Chingis sale and from CFIUS, the satisfaction of the other closing conditions in the Merger Agreement, 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 June 30, 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.
SOURCE Integrated Silicon Solution, Inc.