Cypress Semiconductor Corporation (NASDAQ: CY) and Ramtron International Corporation (NASDAQ: RMTR) have entered into a definitive merger agreement under which Cypress will acquire all outstanding stock of Ramtron at a price of $3.10 per share in cash. The transaction, valued at approximately $109.8 million (excluding assumed debt and options and including shares previously acquired by Cypress), represents a premium of 71% to Ramtron’s closing price of $1.81 per share on June 11, 2012, the day before Cypress publicly disclosed its offer for Ramtron. The Boards of Directors of both Cypress and Ramtron have approved the transaction. Ramtron’s Board of Directors unanimously recommends that Ramtron stockholders tender their shares in Cypress’s increased tender offer.
The transaction will be structured as a cash tender offer for all of the outstanding shares of Ramtron common stock. Consistent with the requirements of the merger agreement between Cypress and Ramtron, Cypress will promptly amend its pending tender offer to increase the offer price to $3.10 and extend the expiration of the offer; this extension will be in compliance with the rules and regulations of the Securities and Exchange Commission (the “SEC”). Subject to customary closing conditions, the transaction is expected to close by the end of the calendar year.
“We are pleased to have reached an agreement with Ramtron,” said T.J. Rodgers, President and Chief Executive Officer of Cypress. “Ramtron and its employees have done an impressive job building a valuable technology base, providing the market with a full portfolio of innovative, low-power, nonvolatile memory solutions.”
“The combination of Ramtron’s FRAM technology with Cypress’s nvSRAM business, considerable R&D resources, historically strong manufacturing capabilities, global sales organization, and deep extension into distribution channels will create a significant new entity in the nonvolatile memory business. We look forward to working with Ramtron to complete the transaction quickly, enabling a seamless transition for customers and business partners once the transaction is complete,” Rodgers concluded.