Cypress Semiconductor Sends Letter To Integrated Silicon Solution Board

(RTTNews) - Cypress Semiconductor Corp. (CY) said that its definitive merger agreement with Integrated Silicon Solution, Inc. (ISSI) includes revised regulatory language that fully responds to regulatory concerns expressed by Integrated Silicon Solutions or ISSI.

In early June, ISSI, a fabless semiconductor company, acknowledged the receipt of a revised unsolicited non-binding offer from Cypress Semiconductor to acquire all of the company's outstanding common stock for $20.25 per share in cash.

ISSI has previously said that it entered into an amendment to the agreement and plan of merger dated as of March 12, 2015 with Uphill Investment Co. Under the deal, Uphill agreed to acquire all of the outstanding common stock of ISSI for $20.00 per share in cash.

In a letter addressed to ISSI's board of directors, Cypress Semiconductor said the revised regulatory language will help to obviate the antitrust concerns asserted by ISSI in its June 8, 2015 press release and also confirms that Cypress Semiconductor is not seeking to limit competition for embedded or standalone SRAM supply.

Cypress Semiconductor said it is assuming the antitrust risk because it believes the antitrust authorities will readily appreciate the fundamentally procompetitive nature of this transaction and will not object to the "SRAM overlap" that ISSI has expressed concern about.

Cypress Semiconductor noted that the definitive merger deal has been approved by its board of directors and it stands ready, willing and able to execute the deal once ISSI has terminated its existing agreement and plan of merger with Uphill Investment Co.