Uphill Further Increases Price for the Acquisition of ISSI to $23.00 per Share
Special Meeting of Stockholders to be adjourned to June 29, 2015
Jun 23, 2015, 08:00 ET
MILPITAS, Calif., June 23, 2015 /PRNewswire/ -- Integrated Silicon Solution, Inc. (ISSI), a global fabless semiconductor company, today announced that it has entered into a further amendment to the previously announced merger agreement with Uphill Investment Co ("Uphill"). As a result of the amendment, the merger consideration was further increased to $23.00 per share in cash, from the $22.00 per share in cash pursuant to the Agreement of Merger dated as of March 12, 2015, as previously amended (the "Uphill Agreement").
ISSI also announced that its special meeting of stockholders to consider approval of the Uphill acquisition and related matters will be adjourned to be held on June 29, 2015 at 2:00 p.m. local time, at the offices of Wilson Sonsini Goodrich & Rosati, P.C., 650 Page Mill Road, Palo Alto, California 94304. ISSI stockholders of record as of the close of business on April 20, 2015 are entitled to notice of, and to vote at, the special meeting.
The ISSI Board of Directors continues to recommend that ISSI's stockholders vote FOR the adoption of the Uphill Agreement.
ISSI and Uphill amended the Uphill Agreement after Cypress announced yesterday that it had submitted a revised offer of $22.25 per share (as set forth in a revised draft definitive merger agreement), together with an incremental ticking fee of $0.10 per share for each additional three months required to obtain regulatory approval for a transaction with Cypress which would begin to accrue daily starting on October 1, 2015, up to a maximum of $0.20 per share.
After considering that the revised offer from Cypress (including the expected value of the ticking fee) had a lower price than the $23.00 per share provided by the amended Uphill Agreement, the ISSI Board has determined that the revised proposal from Cypress does not constitute, and would not be reasonably expected to lead to a Superior Proposal (as defined in the Uphill Agreement).
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 transaction with Uphill and the revised proposal from 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 obtaining stockholder approval of the Uphill transaction, the satisfaction of the closing conditions in the Uphill Agreement (including regulatory approvals), further actions that may be taken by Cypress, 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 March 31, 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.
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. Amendments to the proxy materials were filed with the SEC on June 5, 2015, June 12, 2015, June 17, 2015 and June 19, 2015.
Stockholders may obtain, free of charge, copies of the definitive proxy statement, the amendments to 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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