ISSI Acknowledges Unsolicited Offer from Cypress Semiconductor; Authorizes Discussions with Cypress Semiconductor

May 15, 2015, 09:00 ET from Integrated Silicon Solution, Inc.

MILPITAS, Calif., May 15, 2015 /PRNewswire/ -- Integrated Silicon Solution, Inc. (Nasdaq: ISSI) today acknowledged the receipt of an unsolicited offer from Cypress Semiconductor Corporation (Nasdaq: CY) to acquire all of the outstanding common stock of ISSI for $19.75 per share in cash. 

As previously announced, ISSI entered into an 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 $19.25 per share in cash. 

The ISSI Board of Directors has determined in good faith, after consultation with ISSI's financial advisor and outside legal counsel, that the Cypress offer either constitutes or is reasonably expected to lead to a Superior Proposal (as defined in the Merger Agreement), and that the failure to participate or engage in discussions or negotiations with Cypress and/or furnish information to Cypress would reasonably be expected to be inconsistent with its fiduciary duties to the company stockholders under Delaware Law.  Therefore, ISSI currently expects to participate or engage in discussions or negotiations with Cypress regarding the offer and/or furnish information to Cypress in compliance with the applicable terms of the Merger Agreement. 

There can be no assurance as to the outcome of any discussions with Cypress, including whether such discussions will result in any transaction or what the terms of such transaction will be.

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 Cypress proposal.

About Integrated Silicon Solution, Inc.

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. The Company's primary products are low, medium and high density DRAM and high speed and low power SRAM. The company 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 our web site at http://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 Cypress offer including whether it constitutes or is reasonably expected to constitute a superior proposal and the outcome of any discussions or negotiations with Cypress 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 outcome of any discussions or negotiations, the outcome of any existing or future litigation involving the acquisition transaction or other matters 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, its Form 10-Q for the quarter ended March 31, 2015 and its Reports on Form 8-K. ISSI assumes no obligation to update or revise the forward-looking statements in this press release because of new information, future events, or otherwise.

Additional Information and Where to Find It

In connection with the Uphill Agreement and the merger contemplated thereunder, ISSI filed with the SEC a Schedule 14A containing a Proxy Statement and other relevant materials. The Proxy Statement was mailed on or about April 30, 2015 to ISSI's stockholders of record as of April 20, 2015.

Stockholders may obtain, free of charge, copies of the definitive proxy statement and any other documents filed by ISSI with the SEC in connection with the Special Meeting at the SEC's website (http://www.sec.gov), at ISSI's website (http://www.issi.com) or by writing to Investor Relations, Integrated Silicon Solution, Inc., 1623 Buckeye Drive, Milpitas, CA 95035.

 

SOURCE Integrated Silicon Solution, Inc.



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