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© firaxissmooke dreamstime.com Components | May 19, 2015

Cypress proposes to acquire ISSI

Cypress Semiconductor Corp. has sent a letter to the Board of Directors of Integrated Silicon Solution, Inc. (ISSI), proposing to acquire 100% of the outstanding shares of common stock of the company.
In the letter, Cypress president and Chief Executive Officer, T.J. Rodgers, proposes to acquire 100% of the outstanding shares of common stock of Integrated Silicon Solution, Inc. (“ISSI”) for USD 19.75 per share in cash.

He continues to explain that the board of directors of Cypress has approved the proposal, and argues that it is superior to the USD 19.25 per share sale price ISSI agreed to in the Agreement and Plan of Merger entered into with the “Consortium” on March 12, 2015 (the “Consortium Merger Agreement”).

“We have a full team, including financial and legal advisors, dedicated to the evaluation of ISSI and have conducted a thorough review of ISSI’s business and operations based on publicly available information. In order to finalize a transaction, we would need to complete customary confirmatory due diligence, which we would expect to complete expeditiously given our extensive knowledge of the industry. Please provide us with a draft of an Acceptable Confidentiality Agreement (as defined in the Consortium Merger Agreement) as soon as possible so we can start this work. Cypress and its financial and legal advisors are ready to engage in discussions regarding our proposal immediately,” T.J. Rodgers writes in the letter.

Any transaction between Cypress and ISSI will be subject to approval by our board of directors and the execution by Cypress of acceptable definitive agreements.

“We would have preferred to participate in your sale process, but were not contacted. As such, we are submitting this proposal in accordance with the Consortium Merger Agreement. In light of the circumstances, we are simultaneously releasing this letter to the public as we believe that it is in the best interest of ISSI and its shareholders to have full information regarding our proposal,” the letter continues.
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