ISSI Provides Update on Acquisition Discussions; Announces Delay in Special Meeting of Stockholders
MILPITAS, Calif., May 28, 2015 /PRNewswire/ -- Integrated Silicon Solution, Inc. (Nasdaq: ISSI) today provided an update on its discussions regarding the unsolicited offer from Cypress Semiconductor Corporation (Nasdaq: CY) proposing to acquire all of the outstanding common stock of ISSI for $19.75 per share in cash and on the status of the pending acquisition of ISSI by Uphill Investment Co. for $19.25 per share in cash pursuant to the Agreement and Plan of Merger dated as of March 12, 2015 (the "Uphill Agreement").
As previously announced, upon receiving the Cypress offer, the ISSI Board of Directors 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 Uphill 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.
Following the ISSI Board determination, ISSI and Cypress executed a confidentiality agreement on May 19, 2015 and Cypress has been conducting due diligence since such date. In connection with this due diligence, ISSI management has met several times with Cypress management and ISSI has provided Cypress with access to an electronic data-room containing requested documents. ISSI intends to continue to cooperate with Cypress with respect to due diligence subject to the terms of the Uphill Agreement and applicable law. 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 objective of the ISSI Board is to maximize stockholder value consistent with its fiduciary duties under applicable law.
As a result of the ongoing discussions and due diligence with Cypress and the lack of a quorum, ISSI is announcing a delay in its Special Meeting of Stockholders which was scheduled to be held on June 3, 2015. ISSI plans to announce a new meeting date as soon as practicable.
ISSI is continuing to comply with the terms of the Uphill Agreement. In particular, Uphill made a pre-filing with CFIUS on May 19, 2015 and plans to make a formal submission as soon as practical. In addition, the restructuring of ISSI's operations in Taiwan is progressing. Pending the outcome of the discussions with Cypress and the satisfaction of the conditions to closing in the Uphill Agreement, the transaction is still expected to close in the third calendar quarter of 2015.
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. ISSI's primary products are low, medium and high density DRAM and high speed and low power SRAM. 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 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, the Taiwan restructuring progressing and the expected closing date of the transaction with Uphill 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 with Cypress, obtaining stockholder approval of the Uphill transaction, the ability to complete the restructuring of ISSI's operations in Taiwan, the satisfaction of the other closing conditions in the Uphill Agreement (including regulatory approvals), 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. 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.
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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