Following the expiration of the subsequent offering period, Cypress will acquire all of the remaining outstanding stock of Ramtron by means of a merger pursuant to Delaware law. As a result of the purchase of shares in the initial offering period, Cypress has sufficient voting power to approve that merger without the affirmative vote of any other Ramtron stockholder. In the merger, each outstanding share of Ramtron stock not tendered and purchased in the initial offering period or the subsequent offering period will be converted into the right to receive the same $3.10 per share in cash, less any withholding taxes and without interest, provided in the initial offering period, except for shares for which appraisal rights have been validly asserted. If Cypress owns at least 90% of the outstanding shares of Ramtron stock following the subsequent offering period and, if necessary, the exercise of the top-up option, Cypress intends to complete the merger on an expedited basis through the short-form merger procedure pursuant to Delaware law. Following the merger, Ramtron stock will cease to be traded on the Nasdaq Global Market.Greenhill & Co., LLC is acting as financial advisor to Cypress and dealer manager for the offer, and Wilson Sonsini Goodrich & Rosati, Professional Corporation, is acting as legal counsel.
Cypress Semiconductor Announces Successful Completion Of Tender Offer For Ramtron International And Commences Subsequent Offering Period
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