Cypress Semiconductor Corp. formally bid to acquire specialized memory vendor Integrated Silicon Solution Inc. (ISSI) for about $658 million, topping a bid made in March by a consortium of investors led by Chinese venture capital company Summitview Capital.
In a letter to ISSI’s chairman and CEO dated May 13, Cypress President and CEO,TJ Rodgers outlined the unsolicited offer, calling it “superior” to the Summitview consortium bid . That offer, which Cypress board of directors agreed to accept, calls for the consortium to pay $19.25 for each share of ISSI, or about $640 million; the Cypress offer is $19.75 per share
Quoting the agreement between ISSI and the Sumitview consortium, Rodgers notes that the deal permits ISSI’s board of directors to entertain proposals deemed superior.
“We believe that our proposal clearly constitutes a superior proposal and that your board of directors must, consistent with its fiduciary duties and its obligations under Section 5.2 of the consortium merger agreement, determine that our proposal is a superior proposal,” Rodgers writes in the letter, which was made public.
ISSI (Milpitas, Calif.) announced on March 12 a definitive agreement with the Summitview consortium, which also includes eTown MemTek Ltd., Hua Capital and Huaqing Jiye. That deal is contingent on the approval of Cypress shareholders and was expected to close in the third quarter of this year.
ISSI did not immediately respond to a request for comment on the letter from Cypress.
In December 2014, Cypress agreed to merge with flash memory and microntroller vendor Spansion Inc. in an all-stock deal worth $4 billion.
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