Integrated Silicon Solution, Inc. Announces Repurchase Plan and Commencement of Tender Offer
November 28 2007 - 5:03PM
PR Newswire (US)
SAN JOSE, Calif., Nov. 28 /PRNewswire-FirstCall/ -- Integrated
Silicon Solution, Inc. (NASDAQ:ISSI) (the "Company"), today
announced that its Board of Directors has approved the repurchase
of up to $80 million of its shares of common stock. ISSI intends to
use $70 million of this amount to repurchase up to 10 million
shares of its common stock through a self-tender offer at a price
of $7.00 per share. The balance of the remaining cash will be used
for the purchase of additional shares, from time to time, through
open-market transactions under Rule 10b-18. The tender price of
$7.00 represents a premium of approximately 15% over ISSI's closing
stock price of $6.10 on November 28, 2007. The tender offer is
expected to commence in early December 2007, and will be subject to
certain customary conditions. Today's repurchase plan announcement
replaces the Company's previously announced $30 million stock
buyback plan. 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. Bryant R. Riley and certain stockholders of ISSI affiliated
with Mr. Riley have advised ISSI that they intend to tender an
unspecified number of shares held by them pursuant to the offer.
Bryant Riley is a member of ISSI's Board of Directors and its
nominating committee and compensation committee. Melvin Keating has
also indicated that he intends to tender an unspecified number of
shares held by him pursuant to the offer. Mr. Keating is a member
of ISSI's Board of Directors and its audit committee. At the close
of the tender offer, both Bryant Riley and Melvin Keating have
agreed to resign from the Board of Directors of ISSI. "Over the
last 18 months, management and the Board members have diligently
worked together for the benefit of ISSI and its stockholders and
customers. During that time, the Company has reached operating
profitability for the first time in 3 years, reported solid growth
in revenues and introduced a broad array of new products. With the
Company's $138 million of cash and marketable securities and recent
operating profitability, we believe that a significant tender offer
of $70 million at a price of $7.00 is in the best interest of
stockholders," said Bryant Riley. He added, "We believe that the
Company is in the best shape it has been in for some time and we
have confidence in management and the Board." "I would like to
thank Bryant and Mel for their significant contributions to ISSI
during the past year to enhance the long term potential of ISSI,"
said Jimmy Lee, CEO and Chairman of the Board of ISSI. "The Board
believes this share repurchase program demonstrates our confidence
in ISSI's current business plan and provides an immediate return to
stockholders. Following the transaction, ISSI will still maintain a
strong balance sheet and believes it will have the available
capital to grow its business," added Mr. Lee. 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.
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 is also
filing 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/. The dealer manager for the offer
is Jefferies & Company, Inc. Georgeson will serve as the
information agent and Mellon Investor Services will be the
depositary for the tender offer. Questions relating to the tender
offer should be directed to Georgeson at (800) 843-1285, or (212)
440-9800. 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 Taiwan,
China, Europe, Hong Kong, India, Korea and Singapore. 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 our planned stock repurchase program, plans
to tender shares by Mr. Riley, his affiliates and Mr. Keating,
board resignations, the tender offer being in the best interests of
stockholders, confidence in management, confidence in current
business plan, strong balance sheet and having available capital
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, cash balances, the
effect of economic conditions and interest rates, supply and demand
conditions in the market place, unexpected reductions in average
selling prices for our products, our ability to sell our products
for key applications and the pricing and gross margins achieved on
such sales, our ability to control or reduce operating expenses,
changes in manufacturing yields, order cancellations, order
rescheduling, product warranty claims, competition, the level and
value of inventory held by OEM customers 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
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, President & CFO, Investor Relations of Integrated
Silicon Solution, Inc., +1-408-969-6600, Web site:
http://www.issi.com/
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