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© anatoly abyshev dreamstime.com Components | September 24, 2012

Cypress and Ramtron to merge

Cypress Semiconductor have entered into a definitive merger agreement. Cypress will acquire all outstanding stock of Ramtron at a price of $3.10 per share in cash.
The transaction, valued at approximately $109.8 million (excluding assumed debt and options and including shares previously acquired by Cypress), represents a premium of 71% to Ramtron’s closing price of $1.81 per share on June 11, 2012, the day before Cypress publicly disclosed its offer for Ramtron

The Boards of Directors of both Cypress and Ramtron have approved the transaction. Ramtron’s Board of Directors unanimously recommends that Ramtron stockholders tender their shares in Cypress’s increased tender offer.

Subject to customary closing conditions, the transaction is expected to close by the end of the calendar year.

“We are pleased to have reached an agreement with Ramtron,” said T.J. Rodgers, President and Chief Executive Officer of Cypress. “Ramtron and its employees have done an impressive job building a valuable technology base, providing the market with a full portfolio of innovative, low-power, nonvolatile memory solutions.”

“Through the strategic alternative review process, the Ramtron Board sought to determine a course of action that would enable Ramtron stockholders to fully realize the value inherent in the long-term growth prospects of the company. Ultimately, the Board concluded that a combination with Cypress accomplishes that objective, and believes the transaction represents a positive outcome for Ramtron stockholders, customers, partners and employees,” said Dr. William G. Howard, Ramtron Chairman.

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