Starboard Group Delivers Letter to Independent Members of ISSI Board of Directors

NEW YORK, May 19, 2015 /PRNewswire/ -- Starboard Value LP (together with its affiliates, director nominees, and Oliver Press Partners, LLC, the "Starboard Group"), the largest shareholder of Integrated Silicon Solution, Inc. (NasdaqGS: ISSI) ("ISSI" or the "Company") with ownership of approximately 11.5% of the Company's outstanding common stock, today announced that it has delivered a letter to the independent members of ISSI's Board of Directors.

The full text of today's letter follows:

May 19, 2015

Integrated Silicon Solution, Inc.
1623 Buckeye Drive
Milpitas, CA 95035
Attn: Independent Members of the Board

Paul Chien
Jonathan Khazam
Keith McDonald
Stephen Pletcher
Bruce A. Wooley
John Zimmerman

Dear Messrs. Chien, Khazam, McDonald, Pletcher, Wooley and Zimmerman,

We wrote to the Board of Directors (the "Board") last week highlighting our serious concerns with the sale process and urging the Board to do everything in its power to achieve the best price possible for shareholders.  We were therefore extremely surprised and, quite frankly, disturbed to read yesterday's announcement by Cypress Semiconductor Corporation ("Cypress") that ISSI appears to be obstructing the sale process by requiring Cypress to sign a "standstill," which is neither customary nor required in the current circumstances.  In fact, ISSI's current merger agreement (the "Merger Agreement") with the consortium of buyers (the "Consortium") specifically provides that "an 'Acceptable Confidentiality Agreement' need not contain any 'standstill' or other similar provisions."

The Board's singular priority at this stage should be to negotiate a value maximizing outcome for shareholders.  If the Board were approaching the superior Cypress offer in good faith, then why would it require defensive standstill provisions for customary due diligence when this was specifically negotiated out of the Merger Agreement?  At this juncture, with a definitive agreement to sell ISSI already in place, what possible good does a standstill do for shareholders?

It is beyond us how the Board can obstruct Cypress from conducting customary due diligence on its $19.75 per share offer with only two weeks remaining until the June 3^rd Special Meeting to vote on the clearly inferior $19.25 per share merger with the Consortium (the "Merger").  This begs the question: whose interests is the Board really out to protect?  Could the Board be placing the interests of President and CEO Scott D. Howarth, Co-Founder and Chairman Jimmy Lee, and Co-Founder and Vice Chairman K.Y. Han ahead of the best interests of its shareholders?

We are in a critical window of opportunity.  Given the Board's repeated egregious behavior, we are left with little choice but to take any and all steps to ensure the best interests of all shareholders are protected and shareholder value is maximized.  To that end, in addition to voting against the Merger at the upcoming Special Meeting on June 3^rd , we intend to promptly commence  a consent solicitation to remove and replace a majority of the Board in the event the Board fails to immediately take the following actions to ensure a fair process and even playing field for all potential acquirors:

1. Announce that a special committee of independent directors has been established to oversee this phase of deal negotiations without undue influence from management;
2. Enter into an appropriate Confidentiality Agreement with Cypress; and
3. Confirm that Cypress will be provided reasonable access to any information it may require and cooperation from management as it undertakes its due diligence.

It should be clear to the Board that shareholders will not support the clearly inferior $19.25 Consortium transaction at the upcoming Special Meeting on June 3^rd, unless the Board allows all interested parties to fully explore and diligence a potential superior transaction.  

Despite repeated requests, we have been told that neither management nor the Board are open to speaking with us at this time.  Given that we are the largest shareholder, this is extremely frustrating.  We expect that you will begin taking your fiduciary duties seriously, and we will not tolerate continued efforts by this Board to put management's interests ahead of the best interests of all shareholders.

Sincerely,

/s/ Peter A. Feld
Managing Member
Starboard Value LP

About Starboard Value LP

Starboard Value LP is a New York-based investment adviser with a focused and fundamental approach to investing in publicly traded U.S. companies. Starboard invests in deeply undervalued companies and actively engages with management teams and boards of directors to identify and execute on opportunities to unlock value for the benefit of all shareholders.

About Oliver Press Partners, LLC

Oliver Press Partners, LLC was founded in 2005 by Augustus K. Oliver and Clifford Press and manages several investment funds, including OP Select Fund, LP.

Investor contacts:
Peter Feld, (212) 201-4878
Gavin Molinelli, (212) 201-4828
www.starboardvalue.com

SOURCE Starboard Value LP