Cypress Semiconductor Corp. (CY) has reached a definitive merger agreement to acquire Ramtron's outstanding shares at $3.10 per share price in cash. The deal, valued at about $109.8 million, excluding assumed debt and options and including shares previously acquired by Cypress, represents a premium of 71% to Ramtron's closing price of $1.81 per share on June 11, 2012, the day before Cypress publicly disclosed its offer for Ramtron.
While both the companies' boards have approved the transaction, Ramtron's board unanimously urges that Ramtron stockholders tender their shares in Cypress's increased tender offer. The transaction would be structured as a cash tender offer for all of the outstanding common shares of Ramtron.
Cypress said it would promptly amend its pending tender offer to increase the offer price to $3.10 and extend the expiration of the offer; this extension would be in compliance with the rules and regulations of the SEC. The acquisition may close by the end of the calendar year.
William Howard, Ramtron's Chairman, noted, "Through the strategic alternative review process, the Ramtron Board sought to determine a course of action that would enable Ramtron stockholders to fully realize the value inherent in the long-term growth prospects of the company. Ultimately, the Board concluded that a combination with Cypress accomplishes that objective, and believes the transaction represents a positive outcome for Ramtron stockholders, customers, partners and employees."
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