Ramtron Responds to Unsolicited Proposal from Cypress Semiconductor
June 18 2012 - 8:00AM
Business Wire
Ramtron International Corporation (Nasdaq: RMTR), a leading
developer and supplier of nonvolatile ferroelectric random access
memory (F-RAM) and integrated semiconductor products, announced
today that its Board of Directors has reviewed and carefully
considered the unsolicited proposal dated June 12 from Cypress
Semiconductor Corporation (Nasdaq: CY) with the assistance of its
financial and legal advisors, and concluded that the proposal of
$2.48 per share of common stock does not reflect the intrinsic
value of the Company and is not in the best interest of Ramtron
stockholders.
Ramtron also announced that its Board of Directors has
authorized the exploration of strategic alternatives in the best
interests of its stockholders. The Board intends to consider the
full range of available options including, but not limited to, the
potential sale of the Company or continuing with the Company’s
current growth plans. Cypress has been invited to participate in
this process.
“Under Eric Balzer’s leadership, Ramtron is a transformed
company that is now poised to fully exploit the vast untapped
opportunity for F-RAM-based low energy and high data integrity
solutions in the semiconductor market,” said Dr. William G. Howard,
Ramtron’s Chairman. “Over the past 18 months, he has assembled a
world-class management team, successfully completed the foundry
transition, resolved product supply shortages and implemented
processes aimed at accelerating global adoption of F-RAM and
enlarging the size of the Company’s addressable market. For the
past three quarters, the Company has delivered positive net income
and generated positive EBITDA. Having expanded capacity and
addressed operational issues, the Company is intensely focused on
delivering superior service to its customers and distributors and
driving demand creation, and is gaining traction with its
customer-centric sales and marketing initiatives and new product
introductions.
“As a result, the Ramtron Board of Directors believes that
Cypress’ unsolicited proposal fails to reflect the Company’s
strengthened competitive position, F-RAM intellectual property and
deep know-how, and strong prospects for long-term growth, as well
as the progress being made toward expanding the Company’s product
portfolio beyond specialty memory products to also include
integrated semiconductor solutions,” concluded Dr. Howard.
There can be no assurance that the exploration of strategic
alternatives will result in any transaction. The Company does not
intend to disclose developments regarding the exploration of
strategic alternatives unless and until a transaction has been
approved.
Needham & Company, LLC is serving as Ramtron’s financial
advisor, and Shearman & Sterling LLP is serving as Ramtron’s
legal advisor.
About Ramtron
Ramtron International Corporation, 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. For more information, visit
www.ramtron.com.
Additional Information
This communication does not constitute an offer to buy or
solicitation of an offer to sell any securities. No tender
offer for the shares of Ramtron International Corporation
(“Ramtron”) has commenced at this time. If a tender offer is
commenced, Ramtron may file a solicitation/recommendation statement
on Schedule 14D-9 with the U.S. Securities and Exchange Commission
(“SEC”). Any solicitation/recommendation statement filed by
Ramtron that is required to be mailed to stockholders will be
mailed to stockholders of Ramtron. INVESTORS AND
STOCKHOLDERS OF RAMTRON ARE URGED TO READ THESE AND OTHER DOCUMENTS
FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors and stockholders will be able to
obtain free copies of these documents (if and when available) and
other documents filed with the SEC by Ramtron through the web site
maintained by the SEC at http://www.sec.gov.
Cautionary Statements
Except for historical information, this press release contains
forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
These statements may be identified by the use of forward-looking
words or phrases such as “believe,” “expect,” “anticipate,”
“should,” and “potential,” and “prospects”, among others as well as
statements regarding the evaluation of strategic alternatives.
These forward-looking statements are inherently difficult to
predict and involve risks and uncertainties that could cause actual
results to differ materially, including, but not limited to:
general and regional economic conditions and conditions specific to
the semiconductor industry; demand for Ramtron’s products; order
cancellations or reduced order placements; product sales mix; the
timely development of new technologies; competitive factors such as
pricing pressures on existing products and the timing and market
acceptance of new product introductions; Ramtron’s ability to
maintain an appropriate amount of low-cost foundry production
capacity from its foundry sources in a timely manner; our foundry
partners’ timely ability to successfully manufacture products for
Ramtron; our foundry partners’ ability to supply increased orders
for F-RAM products in a timely manner using Ramtron’s proprietary
technology; any disruptions of Ramtron’s foundry or test and
assembly contractor relationships; currency fluctuations;
unexpected design and manufacturing difficulties; defects in
products that could result in product liability claims; risks and
uncertainties relating to the possible transaction and process of
exploring strategic alternatives; and the risk factors listed from
time to time in Ramtron’s SEC reports, including, but not limited
to, the Annual Report on Form 10-K for the year ended December 31,
2011 and the Quarterly Report on Form 10-Q for the quarter ended
March 31, 2012. SEC-filed documents are available at no charge at
the SEC’s website (www.sec.gov) or from the company.
All forward-looking statements included in this release are
based upon information available to Ramtron as of the date of this
release, which may change.
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