ISSI And Uphill Investment Agree On $21.00/shr Price For Acquisition Of ISSI

(RTTNews) - Integrated Silicon Solution Inc. (ISSI) announced that it has entered into a further amendment to its merger agreement with Uphill Investment Co. As a result of the amendment, the merger consideration was increased to $21.00 per share in cash, from the $20.00 per share in cash pursuant to the Agreement of Merger dated as of March 12, 2015, as previously amended.

The ISSI Board of Directors continues to recommend that ISSI's stockholders vote FOR the adoption of the Uphill Agreement.

ISSI also announced that its special meeting of stockholders to consider approval of the Uphill acquisition and related matters will be held on June 19. ISSI stockholders of record as of the close of business on April 20, 2015 are entitled to notice of, and to vote at, the special meeting.

ISSI and Uphill amended the Uphill Agreement after ISSI announced yesterday that it had agreed to terms with Cypress Semiconductor (CY) to be acquired for a cash purchase price of $20.25 per share.

After considering that the existing offer from Cypress had a lower price than the $21.00 per share provided by the amended Uphill Agreement, the ISSI Board has determined that the proposal from Cypress no longer constitutes, and would not be reasonably expected to lead to a Superior Proposal.