Chipmaker Ramtron International Corp. (RMTR) said Monday it has rejected an unsolicited takeover bid from rival Cypress Semiconductor Corp. (CY). Instead, the company will explore strategic alternatives in the best interest of its stockholders, including a potential sale of the company or continuing with its current growth plans.
Colorado-based Ramtron said last Wednesday that it received an unsolicited proposal from Cypress Semiconductor on June 12 to acquire all its outstanding stock for $2.48 per share in cash. The offer represents a 37 percent premium to Ramtron's closing stock price on June 11.
This was Cypress' second takeover bid for Ramtron, as it had earlier offered to buy the company in March 2011 for $3.01 per share.
An acquisition of Ramtron will enable Cypress, which makes microcontrollers and chips used in touchscreen phones as well as tablets, to gain access to Ramtron's ferroelectric random-access memory or F-RAM technology. Cypress had set a deadline of June 19 for Ramtron to respond to its offer.
Ramtron said its board has now concluded that the proposal does not reflect the intrinsic value of the company and is not in the best interest of its stockholders. According to the company, after having expanded capacity and addressed operational issues, it is intensely focused on delivering superior service to its customers and distributors, and driving demand creation. Dr. William Howard, Ramtron's Chairman said, "As a result, the Ramtron Board of Directors believes that Cypress' unsolicited proposal fails to reflect the Company's strengthened competitive position, F-RAM intellectual property and deep know-how, and strong prospects for long-term growth, as well as the progress being made toward expanding the Company's product portfolio beyond specialty memory products to also include integrated semiconductor solutions."
Needham & Company, LLC is serving as Ramtron's financial advisor, while Shearman & Sterling LLP is serving as the company's legal advisor.
RMTR closed Friday's trading at $2.43, up $0.03 on a volume of 164,100 shares. CY closed trading at $13.50, up $0.55 on a volume of 3.38 million shares.
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