Cypress Semiconductor Corporation (NASDAQ: CY) announced today the completion of its tender offer for all of the outstanding shares of common stock of Ramtron International Corporation (NASDAQ: RMTR). The subsequent offering period expired at 5:00 p.m., New York City time, on October 17, 2012. Computershare Inc., the depositary for the tender offer, has advised Cypress that 25,912,939 shares were validly tendered and not withdrawn during the initial and subsequent offering periods (including shares that were tendered by guaranteed delivery procedures and subsequently delivered), all of which have been accepted for payment and purchased. Such shares, together with shares beneficially owned by Cypress, represent a total of approximately 78% of Ramtron’s outstanding stock.
Cypress will acquire all of the remaining outstanding stock of Ramtron by means of a merger pursuant to Delaware law. Because Cypress owns less than 90% of the outstanding Ramtron stock, the “short-form” merger provisions of Delaware law are not available for use in that merger. Instead, the merger will be consummated following a special meeting of Ramtron’s stockholders. Cypress has sufficient voting power to approve the merger at that meeting without the affirmative vote of any other Ramtron stockholder. Ramtron will file a preliminary proxy statement in connection with the merger with the Securities and Exchange Commission shortly, and Cypress currently expects that the merger will be completed in the fourth quarter of 2012.
Following the merger, Ramtron will be a wholly owned subsidiary of Cypress, and each outstanding share of Ramtron stock that was not tendered and purchased in the tender offer will be cancelled and converted into the right to receive the same $3.10 per share in cash, less any withholding taxes and without interest, provided in the tender offer, except for shares owned by Cypress or Ramtron or shares for which appraisal rights have been validly asserted. Information regarding the merger will be mailed to Ramtron stockholders who did not tender their shares in the offer, and, following the consummation of the merger, instructions will be mailed to stockholders outlining the actions to be taken to obtain the merger consideration. After the merger, Ramtron common stock will cease to be traded on the Nasdaq Global Market. Until that time, Ramtron common stock will continue to trade.
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