Cypress – CY – Will acquire all outstanding stock of Ramtron – RMTR

NASDAQ: CY) and Ramtron International Corporation (NASDAQ: RMTR) have entered into a definitive merger agreement under which Cypress will acquire all outstanding stock of Ramtron at a price of $3.10 per share in cash. The transaction, valued at approximately $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. The Boards of Directors of both Cypress and Ramtron have approved the transaction. Ramtron’s Board of Directors unanimously recommends that Ramtron stockholders tender their shares in Cypress’s increased tender offer.

The transaction will be structured as a cash tender offer for all of the outstanding shares of Ramtron common stock. Consistent with the requirements of the merger agreement between Cypress and Ramtron, Cypress will promptly amend its pending tender offer to increase the offer price to $3.10 and extend the expiration of the offer; this extension will be in compliance with the rules and regulations of the Securities and Exchange Commission (the “SEC”). Subject to customary closing conditions, the transaction is expected to close by the end of the calendar year.

“We are pleased to have reached an agreement with Ramtron,” said T.J. Rodgers, President and Chief Executive Officer of Cypress. “Ramtron and its employees have done an impressive job building a valuable technology base, providing the market with a full portfolio of innovative, low-power, nonvolatile memory solutions.”

“The combination of Ramtron’s FRAM technology with Cypress’s nvSRAM business, considerable R&D resources, historically strong manufacturing capabilities, global sales organization, and deep extension into distribution channels will create a significant new entity in the nonvolatile memory business. We look forward to working with Ramtron to complete the transaction quickly, enabling a seamless transition for customers and business partners once the transaction is complete,” Rodgers concluded.

“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,” said Dr. William G. Howard, Ramtron Chairman.

About Ramtron – RMTR

Ramtron International Corporation (RMTR), headquartered in Colorado Springs, Colorado, is a fabless semiconductor company that designs, develops and markets specialized semiconductor memory and integrated semiconductor solutions used in a wide range of product applications and markets worldwide.

About Cypress – CY

Cypress (CY) delivers high-performance, mixed-signal, programmable solutions that provide customers with rapid time-to-market and exceptional system value. CY offerings include the flagship PSoC 1, PSoC 3, and PSoC 5 programmable system-on-chip families and derivatives, CapSense touch sensing and TrueTouch solutions for touchscreens. CY is the world leader in USB controllers, including the high-performance West Bridge solution that enhances connectivity and performance in multimedia handsets, PCs and tablets. Cypress is also the world leader in SRAM memories. CY serves numerous markets including consumer, mobile handsets, computation, data communications, automotive, industrial and military.

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Post Written By: Ed Liston Ed Liston is a senior contributing editor at TheStockMarketWatch.com. An active market watcher and investor, Ed guides an independent team of experienced analysts and writes for multiple stock trader publications. He is widely quoted in various financial publications on the Internet. When Ed is not writing about stocks, investing in stocks, talking about stocks, or otherwise doing something stock related, he likes to go sailing and fishing in his yacht.