Integrated Silicon Agrees To Merger Deal With Cypress Semiconductor

(RTTNews) - Integrated Silicon Solution, Inc. (ISSI), a fabless semiconductor company, said Wednesday that it has agreed to be acquired by programmable chipmaker Cypress Semiconductor Corp. (CY) for $20.25 per share in cash.

Milpitas, California-based Integrated Silicon Solution or ISSI noted that with respect to the previously announced issue regarding antitrust approvals, San Jose, California-based Cypress Semiconductor has agreed to use its reasonable best efforts and take actions to obtain such approvals. This includes fully divesting all of ISSI's SRAM business, if required.

ISSI had previously said it was concerned with the ability of a transaction with Cypress to obtain antitrust clearance in the U.S. and Germany, as well as the timing of such clearance.

ISSI noted Wednesday that the definitive terms and conditions of a merger agreement detailing the current Cypress offer have been fully negotiated, and the merger agreement is subject only to execution by the parties.

ISSI had earlier said it entered into an amendment to the agreement and plan of merger dated as of March 12, 2015 with Uphill Investment Co., a consortium consisting of Chinese investors led by Summitview Capital. Under that deal, Uphill agreed to acquire all of the outstanding common stock of ISSI for $20.00 per share in cash.

ISSI's board of directors has determined that the current Cypress offer would be more favorable from a financial point of view to the the company's stockholders than the merger under the Uphill Agreement.

The company has now provided Uphill Investment with a period of four days to modify the terms of the Uphill Agreement and come up with a better offer, so that the Cypress offer will no longer constitute a superior proposal. This four-day period will expire on Sunday, June 14, 2015.

Accordingly, the ISSI special meeting of stockholders that was scheduled for June 12, 2015 at will not occur until at least June 19, 2015.

ISSI is trading at $20.36, down $0.08 or 0.44 percent on a volume of 828,536 shares.

CY is trading at $13.20, up $0.60 or 4.76 percent on a volume of 2.48 million shares.