MILPITAS, Calif., June 23, 2015 /PRNewswire/ -- Integrated
Silicon Solution, Inc. (ISSI), a global fabless semiconductor
company, today announced that it has entered into a further
amendment to the previously announced merger agreement with Uphill
Investment Co ("Uphill"). As a result of the amendment, the
merger consideration was further increased to $23.00 per share in cash, from the $22.00 per share in cash pursuant to the
Agreement of Merger dated as of March 12,
2015, as previously amended (the "Uphill
Agreement").
ISSI also announced that its special meeting of stockholders to
consider approval of the Uphill acquisition and related matters
will be adjourned to be held on June 29,
2015 at 2:00 p.m. local time,
at the offices of Wilson Sonsini
Goodrich & Rosati, P.C., 650 Page Mill Road,
Palo Alto, California 94304.
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.
The ISSI Board of Directors continues to recommend that ISSI's
stockholders vote FOR the adoption of the Uphill Agreement.
ISSI and Uphill amended the Uphill Agreement after Cypress
announced yesterday that it had submitted a revised offer of
$22.25 per share (as set forth in a
revised draft definitive merger agreement), together with an
incremental ticking fee of $0.10 per
share for each additional three months required to obtain
regulatory approval for a transaction with Cypress which would
begin to accrue daily starting on October 1,
2015, up to a maximum of $0.20
per share.
After considering that the revised offer from Cypress (including
the expected value of the ticking fee) had a lower price than the
$23.00 per share provided by the
amended Uphill Agreement, the ISSI Board has determined that the
revised proposal from Cypress does not constitute, and would not be
reasonably expected to lead to a Superior Proposal (as defined in
the Uphill Agreement).
About ISSI
ISSI is a fabless semiconductor company that designs and markets
high performance integrated circuits for the following key markets:
(i) automotive, (ii) communications,
(iii) industrial, and (iv) digital consumer. ISSI's
primary products are high speed and low power SRAM and low, and
medium and high density DRAM. ISSI also designs and markets NOR
flash products and high performance analog and mixed signal
integrated circuits. ISSI is headquartered in Silicon Valley with
worldwide offices in Taiwan,
Japan, Singapore, China, Europe, Hong
Kong, India, and Korea.
Visit ISSI's web site at www.issi.com.
Forward Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. Statements concerning the transaction with Uphill and the
revised proposal from Cypress are forward-looking statements that
involve risks and uncertainties that could cause actual results to
differ materially from those anticipated. Such risks and
uncertainties include obtaining stockholder approval of the Uphill
transaction, the satisfaction of the closing conditions in the
Uphill Agreement (including regulatory approvals), further actions
that may be taken by Cypress, the outcome of any existing or future
litigation involving the acquisition transaction or other risks
listed from time to time in ISSI's filings with the SEC, including
ISSI's Form 10-K for the year ended September 30, 2014 and
Form 10-Q for the quarter ended March 31,
2015. ISSI assumes no obligation to update or revise the
forward-looking statements in this press release because of new
information, future events, or otherwise.
Additional Information and Where to Find It
In connection with the Uphill Agreement and the merger
contemplated thereunder, ISSI filed with the SEC a Schedule 14A
containing a Proxy Statement and other relevant materials. The
Proxy Statement was mailed on or about April
30, 2015 to ISSI's stockholders of record as of April 20, 2015. Amendments to the proxy
materials were filed with the SEC on June 5,
2015, June 12, 2015,
June 17, 2015 and June 19, 2015.
Stockholders may obtain, free of charge, copies of the
definitive proxy statement, the amendments to the definitive proxy
statement and any other documents filed by ISSI with the SEC in
connection with the Special Meeting at the SEC's website
(http://www.sec.gov), at ISSI's website (http://www.issi.com) or by
writing to Investor Relations, Integrated Silicon Solution, Inc.,
1623 Buckeye Drive, Milpitas, CA
95035.
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SOURCE Integrated Silicon Solution, Inc.