Cypress Semiconductor Completes Ramtron Acquisition
Cypress Semiconductor Corporation has completed its initial tender offer for all of the outstanding stock of Ramtron International Corporation.
The initial offering period expired at 12:00 midnight, NYC time, on October 9th, 2012.
Computershare Inc., the depositary for the tender offer, has advised Cypress that as of such time 23,290,666 shares had been validly tendered and not withdrawn. Together with shares beneficially owned by Cypress, this represents a total of approximately 70% of Ramtron's outstanding stock.
An additional 559,785 shares were tendered subject to guaranteed delivery procedures, representing approximately 2% of Ramtron's outstanding stock. All shares validly tendered and not withdrawn were accepted for payment.
Cypress also announced that it would make available a subsequent offering period commencing immediately and expiring at 5pm NYC time, on October 17th, 2012, unless extended. The subsequent offering period will provide Ramtron stockholders who have not tendered their shares with the opportunity to do so.
During the subsequent offering period, any shares validly tendered will be immediately accepted for payment, and tendering stockholders will promptly be paid $3.10 per share in cash, less any withholding taxes and without interest. This is the same amount per share that was offered and paid to Ramtron stockholders who tendered into the initial offering period.
The procedures for tendering shares during the subsequent offering period are the same as during the initial offering period, except that shares tendered during the subsequent offering period may not be tendered by the guaranteed delivery procedure and may not be withdrawn once tendered. Shares validly tendered during the initial offering period may not be withdrawn during the subsequent offering period.
Pursuant to the terms of the merger agreement with Cypress, Ramtron granted to a wholly owned subsidiary of Cypress a top-up option to purchase from Ramtron that number of newly-issued shares of Ramtron stock necessary for Cypress to own at least 90% of the outstanding shares.
Cypress would be entitled to exercise the top-up option, and plans to do so, if, following the expiration of the subsequent offering period, will own more than approximately 86% but less than 90% of the outstanding shares.
Following the expiration of the subsequent offering period, Cypress will acquire all of the remaining outstanding stock of Ramtron by means of a merger pursuant to Delaware law. As a result of the purchase of shares in the initial offering period, Cypress has sufficient voting power to approve that merger without the affirmative vote of any other Ramtron stockholder.
In the merger, each outstanding share of Ramtron stock not tendered and purchased in the initial offering period or the subsequent offering period will be converted into the right to receive the same $3.10 per share in cash, less any withholding taxes and without interest. This would be provided in the initial offering period, except for shares for which appraisal rights have been validly asserted.
If Cypress owns at least 90% of the outstanding shares of Ramtron stock following the subsequent offering period and, if necessary, the exercise of the top-up option, Cypress intends to complete the merger on an expedited basis through the short-form merger procedure pursuant to Delaware law. Following the merger, Ramtron stock will cease to be traded on the Nasdaq Global Market.
Greenhill & Co., LLC is acting as financial advisor to Cypress and dealer manager for the offer, and Wilson Sonsini Goodrich & Rosati, Professional Corporation, is acting as legal counsel.
