MILPITAS, Calif., Nov. 20, 2015 /PRNewswire/ -- Integrated Silicon
Solution, Inc. (NASDAQ: ISSI) ("ISSI") today announced that it
intends to delist its common stock from NASDAQ in connection with
the pending acquisition of ISSI by Uphill Investment Co.
("Uphill"). The closing of the Uphill acquisition is targeted
for December 10, 2015 and remains
subject to approval from the Taiwan regulatory authorities, to customary
approvals from the National Development and Reform Commission
(NDRC), the Ministry of Commerce People's Republic of China
(MOFCOM) and the State Administration of Foreign Exchange of
the People's Republic of China
(SAFE), and to the other conditions provided in the merger
agreement with Uphill.
In accordance with the rules of the Securities and Exchange
Commission (SEC) and NASDAQ, ISSI has provided written notice to
NASDAQ of its intent to delist. ISSI intends to file a Form
25 with the SEC on or after November 30,
2015, to effect the delisting. By operation of law,
the delisting will be effective ten days after the filing of the
Form 25. ISSI reserves the right to delay the filing of
the Form 25 or subsequently withdraw or amend any previously filed
Form 25. If the acquisition is completed prior to the
effective date of the delisting, trading of ISSI common stock on
NASDAQ will be suspended at that time. Provided that the
requirements for deregistration are met, in due course, ISSI
intends to file a Form 15 with the SEC under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), requesting
the deregistration of ISSI's common stock under Section 12(g) of
the Exchange Act and the suspension of ISSI's reporting obligations
under Section 15(d) of the Exchange Act. As of the date of
the filing of the Form 15, the obligation of ISSI to file reports
under the Exchange Act, including Forms 10-K, 10-Q and 8-K, will be
immediately suspended. Other filing requirements will
terminate upon the effectiveness of the deregistration under
Section 12(g) of the Exchange Act, which is expected to occur 90
days after the filing of the Form 15.
Forward Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. The statements regarding ISSI's intent to delist its
common stock, the target closing date of the ISSI acquisition by
Uphill, ISSI's intent to file a Form 25 and ISSI's intent to file a
Form 15 are forward-looking statements that involves risks and
uncertainties that could cause actual results to differ materially
from those anticipated. Such risks and uncertainties include the
timing and ability to obtain regulatory approval from regulatory
authorities in Taiwan and from
NDRC, MOFCOM and SAFE, the satisfaction of the other closing
conditions in the Uphill merger agreement, the outcome of any
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 June 30, 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.
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.
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SOURCE Integrated Silicon Solution, Inc.