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© marcin kempski dreamstime.com Components | June 09, 2015

Cypress/ISSI fail to reach merger agreement

Integrated Silicon Solution, Inc. (ISSI) and Cypress Semiconductor have failed to reach a merger agreement by the set deadline of June 7, 2015, which was imposed by Cypress.
As a result of ISSI's full cooperation, Cypress was able to complete extensive due diligence and hold numerous meetings with ISSI's management team. Also, a merger agreement has been nearly fully negotiated with the only remaining point of difference being the treatment of the antitrust risks of the transaction.

ISSI filed an amendment to its proxy statement with the SEC on Friday, June 5, 2015 which further describes the due diligence process with Cypress and the deliberations of the ISSI board of directors.

“While Cypress has repeatedly downplayed antitrust concerns in its press releases, ISSI believes a transaction with Cypress presents significant antitrust risks in both the U.S. and Germany. As such, ISSI believes a transaction with Cypress would be unlikely to close without substantial divestitures or other actions required by antitrust authorities,” ISSI writes in a press statement.

The company also claim than if Cypress had agreed to provide ISSI with protection against this antitrust risk, ISSI would have been in a position to finalise the merger agreement this past weekend.
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