Uphill Increases Price for the Acquisition of ISSI to $22.00 per Share
Special Meeting of Stockholders to be adjourned to June 25, 2015
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 $22.00 per share in cash, from the $21.00 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 25, 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 $21.25 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.
After considering that the revised offer from Cypress (including the expected value of the ticking fee) had a lower price than the $22.00 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).
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.