SAN JOSE, Calif.--(BUSINESS WIRE)--Cypress Semiconductor Corporation (NASDAQ:CY) today announced that it has submitted a proposal to Ramtron International Corporation (NASDAQ:RMTR) to acquire all of its outstanding stock for $2.48 per share in cash. This offer represents a 37% premium to Ramtron’s closing stock price on June 11, 2012.
“We believe that our offer provides compelling value to Ramtron’s stockholders,” said T.J. Rodgers, President and Chief Executive Officer of Cypress. “Last year, we attempted to negotiate an acquisition of Ramtron, but our offer of $3.01 per share—which represented the same 37% premium to Ramtron’s then-current stock price as we are offering today—was summarily rejected. Soon thereafter, Ramtron sold almost 20% of its stock in a dilutive public offering at a net price of $1.79 per share.
“At this time, we call on Ramtron’s Board of Directors to act in the best interests of its stockholders by meeting with us to seriously discuss our compelling proposal. We believe that Cypress would benefit Ramtron’s customers, providing them with a more stable source of supply, greater research and development resources and better support from a much larger sales channel. We also believe the combination would provide Ramtron’s employees with more opportunity for long-term success as part of a larger, more global organization,” Rodgers continued.
In a letter sent to Ramtron today, Cypress stated that it would prefer a negotiated transaction. Cypress has engaged Greenhill & Co., LLC as financial advisor and Wilson Sonsini Goodrich & Rosati, Professional Corporation, as legal counsel.
The full text of the letter sent from Cypress to Ramtron today – along with letters sent on March 8, March 10 and April 11, 2011 – are set forth below:
June 12, 2012
BY EMAIL
Dr. William G. Howard, Jr., Chairman of the Board of Directors
Mr. Eric A. Balzer, Director and Chief Executive Officer
Ramtron International Corporation
1850 Ramtron Drive
Colorado Springs, CO 80921
Gentlemen:
I am writing to formally convey Cypress Semiconductor’s proposal to acquire Ramtron International Corporation for $2.48 per share in cash. This represents a premium of 37% over Ramtron’s closing price of $1.81 per share on June 11, 2012. We believe that this all-cash transaction, which has been unanimously approved by our Board of Directors, is compelling for Ramtron and its stockholders. Our proposal would deliver immediate, certain value to Ramtron’s stockholders that is far superior to what we believe that you can reasonably expect to achieve as a standalone company.
We believe that an acquisition can be completed expeditiously and are prepared to commence a cash tender offer with no financing or due diligence conditions. We have retained Greenhill & Co., LLC as our financial advisor and Wilson Sonsini Goodrich & Rosati, Professional Corporation, as our legal counsel. We are confident that a transaction would receive all necessary regulatory approvals, including antitrust clearances.
We hope to work with you on a negotiated basis to complete this transaction successfully, and are prepared to deliver a draft merger agreement and begin discussions immediately. I suggest that our respective financial and legal advisors meet at your earliest convenience to work toward the goal of announcement of a definitive agreement in the very near future.
It has been about two years since I first approached you about a possible transaction between our two companies and over a year since we delivered a formal proposal to acquire Ramtron. As you will recall, that proposal (at $3.01 per share) was for a 37% premium over your then-current stock price on March 8, 2011—the same premium we are offering today. Our offer made clear that we were prepared to commence due diligence immediately and would deliver a merger agreement with minimal closing conditions. We were deeply disappointed when, two weeks after we provided you with our offer, you and your Board of Directors responded that our offer was so low that it was not even worth your time to make a counter proposal.
Since then, a number of events have convinced us that your response did not reflect the best interests of your stockholders. First, soon after you rejected our offer, Ramtron sold almost 20% of its stock in a dilutive public offering at a net price of $1.79 per share, which I found extremely surprising in light of your comments regarding our offer and its 68% premium to that price. Second, since our offer Ramtron has had cumulative net losses of five cents per share. Third, your stockholders have been increasingly vocal about their desire for you to sell Ramtron. These factors, along with your history of rejecting out-of-hand our prior offer, have convinced us that we must make our offer public at this time so that your stockholders are aware of our efforts. I have attached copies of my prior letters to you to this letter.
Although we would prefer to proceed through a negotiated agreement, we are fully committed to this transaction, and will take the steps necessary to complete it. We believe that a transaction between our two companies would be well received by your stockholders, and we are committed to providing them with an opportunity to express their views on our proposal.
This letter does not represent or create any legally binding or enforceable obligations. No such obligations will be imposed on either party unless and until a definitive agreement is signed by both Cypress and Ramtron.
We request a response to our proposal by 5:00 p.m. Pacific Daylight Time on Tuesday, June 19, 2012. In light of the significance of this proposal to your stockholders and ours, as well as the potential for selective disclosure, we are publicly releasing the text of this letter.
Very truly yours,
T.J. Rodgers
President and Chief Executive Officer
cc: Greenhill & Co., LLC
Wilson Sonsini Goodrich & Rosati, Professional Corporation
Showing posts with label Cypress. Show all posts
Showing posts with label Cypress. Show all posts
Tuesday, June 12, 2012
Thursday, January 27, 2011
ON Semi buys Cypress Image Sensor business for $31.4M
PHOENIX & SAN JOSE, Calif.--(BUSINESS WIRE)--ON Semiconductor (Nasdaq: ONNN), a premier supplier of high performance silicon solutions for energy efficient electronics, and Cypress Semiconductor Corp. (Nasdaq: CY) today announced that a definitive agreement has been signed for ON Semiconductor to acquire the CMOS Image Sensor Business Unit (ISBU) from Cypress in an all cash transaction for approximately $31.4 million. The transaction is expected to close by the end of the first quarter of 2011, subject to customary closing conditions.
Cypress’s broad portfolio of high-performance custom and standard CMOS image sensors are used in multi-megapixel digital photography and cinematography, machine vision, linear and two dimensional (2D) bar code imaging, medical x-ray imaging, biometrics and aerospace applications. The company’s products include the VITA, LUPA, STAR and IBIS families, which are well-known throughout the industry.
The ISBU will become an integrated part of ON Semiconductor’s Digital, Military/Aerospace and Image Sensor (DMI) division.
“The acquisition of the Image Sensor Business Unit from Cypress will solidify our position as a leading supplier of CMOS Image Sensor products,” said Bob Klosterboer, senior vice president and general manager of ON Semiconductor’s Digital and Mixed Signal Group (DMSG). “In addition, the acquisition will strengthen the company’s talent base and add an experienced design and applications engineering team for the image sensor market segment. The 2D high-speed CMOS image sensors from the ISBU will significantly strengthen and complement ON Semiconductor’s image sensor products for the industrial, medical, computing and military/aerospace markets.”
“The sale of our image sensor business will enable Cypress to continue to focus on programmable products including our flagship PSoC® programmable system-on-chip solution and our TrueTouch™ touch-sensing controllers,” said T.J. Rodgers, Cypress president and CEO. “Our image sensor team has done a remarkable job in recent years advancing its core technologies and broadening its target markets. We believe that ON Semiconductor represents the right home for the business, and that the sale, upon its completion, represents the best possible outcome for our existing customers.”
ON Semiconductor’s current products target one dimensional image sensing with particular focus on contact image sensing and ambient/proximity sensors. Once the acquisition is closed, the company will have a complete image sensing product offering between 1D and 2D sensors and across multiple end-markets.
Pursuant to the agreement, ON Semiconductor is expected to acquire approximately 100 patents and patent applications related exclusively to the business and receive appropriate intellectual property licenses from Cypress Semiconductor in order to continue to conduct and grow the business. As part of the transaction, approximately 80 Cypress Semiconductor ISBU employees will join the ON Semiconductor organization.
Upon the closing, ON Semiconductor may record one-time charges related to the transaction. The amounts of such charges, if any, have not yet been determined.
Cypress’s broad portfolio of high-performance custom and standard CMOS image sensors are used in multi-megapixel digital photography and cinematography, machine vision, linear and two dimensional (2D) bar code imaging, medical x-ray imaging, biometrics and aerospace applications. The company’s products include the VITA, LUPA, STAR and IBIS families, which are well-known throughout the industry.
The ISBU will become an integrated part of ON Semiconductor’s Digital, Military/Aerospace and Image Sensor (DMI) division.
“The acquisition of the Image Sensor Business Unit from Cypress will solidify our position as a leading supplier of CMOS Image Sensor products,” said Bob Klosterboer, senior vice president and general manager of ON Semiconductor’s Digital and Mixed Signal Group (DMSG). “In addition, the acquisition will strengthen the company’s talent base and add an experienced design and applications engineering team for the image sensor market segment. The 2D high-speed CMOS image sensors from the ISBU will significantly strengthen and complement ON Semiconductor’s image sensor products for the industrial, medical, computing and military/aerospace markets.”
“The sale of our image sensor business will enable Cypress to continue to focus on programmable products including our flagship PSoC® programmable system-on-chip solution and our TrueTouch™ touch-sensing controllers,” said T.J. Rodgers, Cypress president and CEO. “Our image sensor team has done a remarkable job in recent years advancing its core technologies and broadening its target markets. We believe that ON Semiconductor represents the right home for the business, and that the sale, upon its completion, represents the best possible outcome for our existing customers.”
ON Semiconductor’s current products target one dimensional image sensing with particular focus on contact image sensing and ambient/proximity sensors. Once the acquisition is closed, the company will have a complete image sensing product offering between 1D and 2D sensors and across multiple end-markets.
Pursuant to the agreement, ON Semiconductor is expected to acquire approximately 100 patents and patent applications related exclusively to the business and receive appropriate intellectual property licenses from Cypress Semiconductor in order to continue to conduct and grow the business. As part of the transaction, approximately 80 Cypress Semiconductor ISBU employees will join the ON Semiconductor organization.
Upon the closing, ON Semiconductor may record one-time charges related to the transaction. The amounts of such charges, if any, have not yet been determined.
Monday, August 24, 2009
Xpoint Technologies, Inc. files suit against a mutitude of companies for infringement of data transfer patent
Claiming infringement their US Patent No. 5,913,028, entitled “Client/Server Data Traffic Delivery System and Method, Xpoint Technologies, Inc. has filed suit against Microsoft Corporation, Intel Corporation, Marvell Technology Group, Ltd., Marvell Semiconductor, Inc., Hewlett-Packard Company, Cypress Semiconductor Corp., QuickLogic Corporation, Qualcomm, Inc., Freescale Semiconductor Holdings I, Ltd., Freescale Semiconductor, Inc. (“Freescale Semiconductor”), Texas Instruments, Inc., Google Inc., T-Mobile USA, Inc., HTC Corporation, HTC America, Inc., Apple Inc., Sony Corporation, Telefonaktiebolaget LM Ericsson, Sony Ericsson Mobile Communications AB, Sony Ericsson Mobile Communications (USA), Inc., Philips Electronics, N.V., Philips Electronics North America Corporation, LG Electronics, Inc., LG Electronics USA, Inc., Research in Motion, Ltd., Research in Motion Corporation, Motorola, Inc., Nokia Corporation, Nokia Inc., Palm, Inc., Nvidia Corporation , Advanced Micro Devices, Inc., Dell Corporation, AT&T Inc., AT&T Mobility LLC, Verizon Communications, Inc., Cellco Partnership (“Cellco”), and Sprint Nextel Corporation.
Xpoint claims, "the ‘028 Patent invention provides significantly enhanced functionality for a variety of types of electronic devices, including without limitation cell phones, personal media players, personal computers, global positioning system (“GPS”) devices, and the like (generically, “data-processing devices”). One example of such enhanced functionality is “sideloading.” Certain cell-phone and personal media players manufactured and sold by certain Defendants use the ‘028 Patent technology to facilitate sideloading, which permits the transfer of information directly from one local device, typically a universal serial bus (“USB”) network I/O device connected to a personal computer, across a bus to the I/O of another local device such as a storage I/O device of a cell phone or personal media player, bypassing the CPU and central memory. In another example of increased functionality, the ‘028 Patent technology is infringed by processors and chipsets for computers, cell phones, and smart phones manufactured and sold by certain Defendants that use “northbridge-southbridge” architecture to transfer data directly between I/O devices across a bus that bypasses the CPU and central memory. The ‘028 Patent technology is also infringed by cell phones sold by certain Defendants that contain digital cameras and use the ‘028 Patent technology to transfer data directly from the camera sensor (input I/O) to the LCD screen (output I/O), bypassing the device’s CPU and central memory and permitting these cell phone digital cameras to function in viewfinder mode and to display images instantaneously and continuously on the screen. Yet another example of enhanced functionality made possible by the technology protected in the '028 Patent is cellular video sharing. In cellular video sharing, the output of the camera sensor of a data processing device is transferred directly to a network I/O unit of the device, bypassing the CPU and central memory of the device. Certain devices manufactured and sold by certain Defendants are capable of cellular video sharing and infringe the '028 Patent.
Xpoint claims, "the ‘028 Patent invention provides significantly enhanced functionality for a variety of types of electronic devices, including without limitation cell phones, personal media players, personal computers, global positioning system (“GPS”) devices, and the like (generically, “data-processing devices”). One example of such enhanced functionality is “sideloading.” Certain cell-phone and personal media players manufactured and sold by certain Defendants use the ‘028 Patent technology to facilitate sideloading, which permits the transfer of information directly from one local device, typically a universal serial bus (“USB”) network I/O device connected to a personal computer, across a bus to the I/O of another local device such as a storage I/O device of a cell phone or personal media player, bypassing the CPU and central memory. In another example of increased functionality, the ‘028 Patent technology is infringed by processors and chipsets for computers, cell phones, and smart phones manufactured and sold by certain Defendants that use “northbridge-southbridge” architecture to transfer data directly between I/O devices across a bus that bypasses the CPU and central memory. The ‘028 Patent technology is also infringed by cell phones sold by certain Defendants that contain digital cameras and use the ‘028 Patent technology to transfer data directly from the camera sensor (input I/O) to the LCD screen (output I/O), bypassing the device’s CPU and central memory and permitting these cell phone digital cameras to function in viewfinder mode and to display images instantaneously and continuously on the screen. Yet another example of enhanced functionality made possible by the technology protected in the '028 Patent is cellular video sharing. In cellular video sharing, the output of the camera sensor of a data processing device is transferred directly to a network I/O unit of the device, bypassing the CPU and central memory of the device. Certain devices manufactured and sold by certain Defendants are capable of cellular video sharing and infringe the '028 Patent.
Monday, August 10, 2009
Cypress 10Q
Revenues by segment for quarter ending June 28, 2009 versus same quarter last year:
- Consumer and Computation Division $62.3M -24.7%
- Data Communications Division $25.5M -25.9%
- Memory and Imaging Division $66.2M -25.5%
- Other $1.7M -50% (divested Silicon Light Machines)
Friday, February 27, 2009
Cypress Semiconductor 10K
Growth in Programmable System-on-Chip (“PSoC®”): "Cypress grew its PSoC customer base by 42% in fiscal 2008 to approximately 8,800 customers."
Employees: "As of December 28, 2008, we had approximately 4,100 employees worldwide. Geographically, approximately 1,500 employees were located in the Philippines, 1,700 employees were located in the United States and 900 employees were located in other countries. Of the total employees, approximately 2,300 employees were associated with manufacturing, 800 employees were associated with research and development, and 1,000 employees were associated with selling, general and administrative functions."
Patent foundation and forecast: "As of the end of fiscal 2008, we had approximately 1,600 issued patents and approximately 1,200 additional patent applications on file domestically and internationally. In addition, in fiscal 2009, we are preparing to file up to 120 new patent applications in the United States and 20 foreign applications in countries such as China, Taiwan, Korea and India."
Relationships with Grace Semiconductor (foundry): "In December 2005, Cypress entered into a strategic foundry partnership with Grace Semiconductor Manufacturing Corporation (“Grace”), located in Shanghai, China. Under the terms of the agreement, Cypress transferred certain of its proprietary process technologies to Grace and provides additional production capacity to augment output from Cypress’s manufacturing facilities. During fiscal 2006 and 2007, Cypress completed the transfer of its 0.35-micron SONOS, 0.13-micron SRAM and LOGIC processes and began purchasing products from Grace that were manufactured using these processes........As of December 28, 2008, we were continuing to serve as guarantor for approximately $32.4 million in lease payments due by Grace Semiconductor Manufacturing Corporation, a strategic foundry of Cypress. In conjunction with the master lease agreement, we have entered into a series of guarantees with a financing company for the benefit of Grace. If Grace fails to pay any of the quarterly rental payments, we will be obligated to pay such outstanding amounts within 10 days of a written demand from the financing company. If we fail to pay such amount, interest will accrue at a rate of 9% per annum on any unpaid amounts. To date, we have not been required to make any payments under these guarantees. However, if Grace were to default on the leases, it could have a negative impact on our financial position and results of operations."
Employees: "As of December 28, 2008, we had approximately 4,100 employees worldwide. Geographically, approximately 1,500 employees were located in the Philippines, 1,700 employees were located in the United States and 900 employees were located in other countries. Of the total employees, approximately 2,300 employees were associated with manufacturing, 800 employees were associated with research and development, and 1,000 employees were associated with selling, general and administrative functions."
Patent foundation and forecast: "As of the end of fiscal 2008, we had approximately 1,600 issued patents and approximately 1,200 additional patent applications on file domestically and internationally. In addition, in fiscal 2009, we are preparing to file up to 120 new patent applications in the United States and 20 foreign applications in countries such as China, Taiwan, Korea and India."
Relationships with Grace Semiconductor (foundry): "In December 2005, Cypress entered into a strategic foundry partnership with Grace Semiconductor Manufacturing Corporation (“Grace”), located in Shanghai, China. Under the terms of the agreement, Cypress transferred certain of its proprietary process technologies to Grace and provides additional production capacity to augment output from Cypress’s manufacturing facilities. During fiscal 2006 and 2007, Cypress completed the transfer of its 0.35-micron SONOS, 0.13-micron SRAM and LOGIC processes and began purchasing products from Grace that were manufactured using these processes........As of December 28, 2008, we were continuing to serve as guarantor for approximately $32.4 million in lease payments due by Grace Semiconductor Manufacturing Corporation, a strategic foundry of Cypress. In conjunction with the master lease agreement, we have entered into a series of guarantees with a financing company for the benefit of Grace. If Grace fails to pay any of the quarterly rental payments, we will be obligated to pay such outstanding amounts within 10 days of a written demand from the financing company. If we fail to pay such amount, interest will accrue at a rate of 9% per annum on any unpaid amounts. To date, we have not been required to make any payments under these guarantees. However, if Grace were to default on the leases, it could have a negative impact on our financial position and results of operations."
Thursday, February 26, 2009
Cypress Semiconductor 8K - Pay and bonus cuts
No bonus: "......no incentive cash bonus payouts to the Company’s executive officers with respect to the fourth fiscal quarter and fiscal year ended December 28, 2008"
No pay increases: "On February 20, 2009, the Committee approved management’s recommendation that there would be no salary increases for any of the Company’s executive officers for fiscal year 2009. This would be the second consecutive year that the Committee has approved management’s recommendation that there should be no changes to annual base salary for executive officers."
Pay cuts: On February 24, 2009, the Company announced a world-wide (subject to local legal restrictions) base salary reduction plan to be effective at the beginning of the Company’s second fiscal quarter of 2009. All applicable employees, including executive officers, will be subject to a reduction in base salary based on a sliding scale. In connection with this plan, executive officers will have their base salary reduced by a scale between 9% and 11%."
No pay increases: "On February 20, 2009, the Committee approved management’s recommendation that there would be no salary increases for any of the Company’s executive officers for fiscal year 2009. This would be the second consecutive year that the Committee has approved management’s recommendation that there should be no changes to annual base salary for executive officers."
Pay cuts: On February 24, 2009, the Company announced a world-wide (subject to local legal restrictions) base salary reduction plan to be effective at the beginning of the Company’s second fiscal quarter of 2009. All applicable employees, including executive officers, will be subject to a reduction in base salary based on a sliding scale. In connection with this plan, executive officers will have their base salary reduced by a scale between 9% and 11%."
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