ISSI Announces Intent to Delist From NASDAQ in Connection with Closing of Acquisition by Uphill
MILPITAS, Calif., Nov. 20, 2015 /PRNewswire/ -- Integrated Silicon Solution, Inc. (NASDAQ: ISSI) ("ISSI") today announced that it intends to delist its common stock from NASDAQ in connection with the pending acquisition of ISSI by Uphill Investment Co. ("Uphill"). The closing of the Uphill acquisition is targeted for December 10, 2015 and remains subject to approval from the Taiwan regulatory authorities, to customary approvals from the National Development and Reform Commission (NDRC), the Ministry of Commerce People's Republic of China (MOFCOM) and the State Administration of Foreign Exchange of the People's Republic of China (SAFE), and to the other conditions provided in the merger agreement with Uphill.
In accordance with the rules of the Securities and Exchange Commission (SEC) and NASDAQ, ISSI has provided written notice to NASDAQ of its intent to delist. ISSI intends to file a Form 25 with the SEC on or after November 30, 2015, to effect the delisting. By operation of law, the delisting will be effective ten days after the filing of the Form 25. ISSI reserves the right to delay the filing of the Form 25 or subsequently withdraw or amend any previously filed Form 25. If the acquisition is completed prior to the effective date of the delisting, trading of ISSI common stock on NASDAQ will be suspended at that time. Provided that the requirements for deregistration are met, in due course, ISSI intends to file a Form 15 with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requesting the deregistration of ISSI's common stock under Section 12(g) of the Exchange Act and the suspension of ISSI's reporting obligations under Section 15(d) of the Exchange Act. As of the date of the filing of the Form 15, the obligation of ISSI to file reports under the Exchange Act, including Forms 10-K, 10-Q and 8-K, will be immediately suspended. Other filing requirements will terminate upon the effectiveness of the deregistration under Section 12(g) of the Exchange Act, which is expected to occur 90 days after the filing of the Form 15.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The statements regarding ISSI's intent to delist its common stock, the target closing date of the ISSI acquisition by Uphill, ISSI's intent to file a Form 25 and ISSI's intent to file a Form 15 are forward-looking statements that involves 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 from regulatory authorities in Taiwan and from NDRC, MOFCOM and SAFE, the satisfaction of the other closing conditions in the Uphill merger agreement, the outcome of any 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.
About ISSI
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.
SOURCE Integrated Silicon Solution, Inc.
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