Integrated Silicon Agrees To Merger Terms With Cypress Semiconductor

(RTTNews) - Integrated Silicon Solution, Inc. (ISSI) announced that it has finalized a definitive agreement to be acquired by Cypress Semiconductor Corporation (CY) for $20.25 per share in cash.

With respect to the previously announced issue regarding antitrust approvals, Cypress has agreed to use its reasonable best efforts and take all reasonable actions to obtain such approvals, including fully divesting all of ISSI's SRAM business, if required, the company noted.

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.

As previously announced on May 29, 2015, ISSI entered into an Amendment to the Agreement and Plan of Merger dated as of March 12, 2015 with Uphill Investment Co., pursuant to which Uphill agreed to acquire all of the outstanding common stock of ISSI for $20.00 per share in cash.

ISSI said its Board of Directors has determined in good faith, taking into account all relevant legal, financial and regulatory aspects of the current Cypress offer and the likelihood of consummation of such transaction, that the current Cypress offer would be more favorable from a financial point of view to the ISSI stockholders than the merger under the Uphill Agreement and that the failure to enter into a definitive agreement with Cypress on the terms in the current Cypress offer would reasonably be expected to be inconsistent with its fiduciary duties under Delaware Law.

As required by the terms of the Uphill Agreement, ISSI has notified Uphill of the determination by the ISSI Board and provided Uphill with copies of the proposed transaction documents relevant to the current Cypress offer.

The ISSI Board of Directors is not withholding, withdrawing, qualifying, amending or modifying its recommendation with respect to the Uphill Agreement and the merger with Uphill, is not proposing to do so, and is not making any recommendation with respect to the current Cypress offer at this time.