Integrated Silicon Solution, Inc. Announces Commencement of Tender Offer
August 14 2007 - 9:00AM
PR Newswire (US)
SAN JOSE, Calif., Aug. 14 /PRNewswire-FirstCall/ -- Integrated
Silicon Solution, Inc. (NASDAQ:ISSI) (the "Company" or "ISSI"),
today announced that the company plans to commence a tender offer
on or about August 15, 2007, in which it will repurchase up to $30
million in shares of its common stock for cash at a price per share
not greater than $6.30 and not less than $5.70 per share, for a
total repurchase of up to 5,263,157 shares at the low end of the
price range, or 13.9% of the Company's outstanding common stock.
The offer will expire at 5:00 p.m., Eastern Time on September 14,
2007, unless the offer is extended. On August 13, 2007, the last
full trading day before the announcement of the tender offer, the
reported closing price of the shares on NASDAQ was $5.75 per share.
The purchase will be financed from the Company's existing cash
balances. The modified "Dutch Auction" tender offer will give
stockholders the opportunity to indicate how many of their shares
and at what price within the $6.30 to $5.70 range they wish to
tender. Based on the number of shares tendered and the prices
specified by the tendering shareholders, the Company will purchase
the shares at the lowest price per share within the per share price
range that will enable it to purchase up to $30 million worth of
shares, or if a lower number of shares are tendered, all of the
shares that are properly tendered. If holders of more than $30
million of shares properly tender and do not withdraw their shares
at or below the determined price per share, then the Company will
purchase shares tendered by those stockholders owning fewer than
100 shares without pro ration, and all other shares will be
purchased on a pro rata basis, subject to the conditional offer
provisions that will be described in the offer to purchase that
will be distributed to stockholders. All shares accepted in the
tender offer will be purchased at the same price, which may be
higher or lower than the market price immediately prior to or
during the tender offer. Stockholders whose shares are purchased in
the tender offer will be paid the determined purchase price net in
cash, without interest, after the expiration of the offer period.
The tender offer is not contingent upon any minimum number of
shares being tendered. The offer is subject, however, to a number
of other terms and conditions to be specified in the offer to
purchase that will be distributed to stockholders. No brokerage
fees or commissions will be charged to holders who tender their
shares. Although the Company's Board of Directors has approved this
tender offer, neither the Company's Board of Directors nor its
management is making any recommendation to stockholders as to
whether to tender or refrain from tendering their shares.
Stockholders are urged to evaluate carefully all information
regarding the tender offer and consult their own investment and tax
advisors before making their decision as to whether to tender their
shares and, if so, how many shares to tender and at what price or
prices to tender them. The Company previously announced on June 7,
2007 that its Board of Directors had authorized the Company to
repurchase up to $30 million of its stock pursuant to repurchases
to have been conducted under Rule 10b-18 under the Securities
Exchange Act of 1934 through programs, including company stock
purchase plans under Rule 10b5-1, through brokers or in
privately-negotiated transactions with nonaffiliated stockholders.
In connection with its approval of the proposed tender offer, the
Board of Directors terminated the repurchase program. No shares
were repurchased prior to the termination. This press release is
for informational purposes only and is not an offer to buy or the
solicitation of an offer to sell any shares of the Company's common
stock. The solicitation of offers to buy the Company's common stock
and specific instructions will only be made pursuant to the Offer
to Purchase and related materials to be mailed to stockholders
beginning with the commencement of the offer. Stockholders should
read those materials carefully because they will contain important
information, including the various terms and conditions of the
tender offer. In addition, the Company will also file with the SEC
on Schedule to the Offer to Purchase, the related Letter of
Transmittal and other materials related to the tender offer, which
will be available once filed through the SEC's internet address at
http://www.sec.gov/ without charge. These documents also may be
downloaded without charge from the Company's website at
http://www.issi.com/. Mellon Investor Services will serve as the
information agent and the depositary for the tender offer.
Questions relating to the tender offer should be directed to Mellon
Investor Services at toll free (800) 777-3674, or collect (201)
680-6654. About the Company ISSI is a fabless semiconductor company
that designs and markets high performance integrated circuits for
the following key markets: (i) digital consumer electronics, (ii)
networking, (iii) mobile communications and (iv) automotive
electronics. The Company's primary products are high speed and low
power SRAM and low and medium density DRAM. The Company also
designs and markets EEPROM, SmartCards and is developing selected
non-memory products focused on its key markets. ISSI is
headquartered in Silicon Valley with worldwide offices in China,
Europe, Hong Kong, India, Korea and Taiwan. ISSI's web site is at
http://www.issi.com/. Forward-Looking Statements This news release
contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Statements
concerning the terms of the tender offer are forward-looking
statements that involve risks and uncertainties that could cause
actual results to differ materially from those anticipated. Such
risks and uncertainties include stock price volatility, the
Company's business conditions and cash balances, the effect of
economic conditions and interest rates, and other risks listed from
time to time in the Company's filings with the Securities and
Exchange Commission, including the Company's Form 10-Q for the
three month period ended June 30, 2007. The Company assumes no
obligation to update or revise the forward-looking statements in
this release because of new information, future events, or
otherwise. DATASOURCE: Integrated Silicon Solution, Inc. CONTACT:
Scott Howarth, Vice-President & CFO, Investor Relations of
Integrated Silicon Solution, Inc., +1-408-969-6600, Web site:
http://www.issi.com/
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