Cypress to Strengthen Leadership Position in Nonvolatile Embedded Memory Solutions With Acquisition of Simtek Corp.
August 01 2008 - 4:15PM
Business Wire
Programmable solutions leader Cypress Semiconductor Corp. (NYSE:CY)
and Simtek Corp. (Nasdaq:SMTK), the world�s leading supplier of
nonvolatile static random access memory (nvSRAM) integrated
circuits, today announced that they have reached an agreement
whereby Cypress will acquire Simtek in an all cash transaction for
$2.60 per share of Simtek common stock, or an aggregate value of
approximately $46 million (including the value of Simtek shares
held by Cypress). The transaction will be structured as a cash
tender offer for all of the outstanding shares of Simtek common
stock and is subject to customary closing conditions, including
regulatory approvals. The transaction is expected to close in or
prior to the fourth calendar quarter of 2008. Simtek�s nvSRAMs
provide the high-speed memory access of standard SRAMs (15-ns
access time), but retain data when power is turned off�a feature
critical to applications where secure data storage is essential to
system functionality. This combination of features makes the
devices ideal for applications requiring critical data retention
under almost any operating conditions, such as RAID (Redundant
Array of Independent Disks) data storage, industrial controls,
military and avionics, medical patient monitoring and automotive
systems. Cypress currently holds approximately four-percent of
Simtek�s outstanding common stock and has been marketing and
licensing Simtek�s technology since engaging in a joint product
development agreement with Simtek in March 2006. �Simtek�s nvSRAM
technology combines with our S8 (0.13-micron) design platform to
provide outstanding features and functions for the embedded
marketplace,� said Ahmad Chatila, executive vice president of
Cypress�s Memory and Imaging Division. �We are looking to integrate
this technology into many of our products, including our PSoC�
Programmable System-on-Chip�, providing a highly integrated control
and power failure solution for complex analog and digital systems.�
Robert Pearson, chairman of the board of Simtek, added: �This is
the result of a long and rigorous process of evaluating the
Company's strategic alternatives. Cypress�s global presence and
manufacturing muscle along with its longstanding expertise in SRAMs
will accelerate acceptance of Simtek�s world-class nvSRAM
technology by broader markets and application areas. Simtek�s
worldwide team of technical and business professionals is excited
to become a part of Cypress�s globally recognized and respected
team.� About Simtek Corporation Simtek Corp. designs and markets
"NV + fast SRAM" non-volatile semiconductor memory products for use
in a variety of systems including RAID servers, storage arrays, GPS
navigational systems, industrial controllers, robotics, copiers,
avionics, metering, consumer, UPS, and networking and broadcast
equipment. Information on Simtek products can be obtained from its
web site: www.simtek.com; email:information@simtek.com. The company
is headquartered in Colorado Springs, Colo. About Cypress Cypress
delivers high-performance, mixed-signal, programmable solutions
that provide customers with rapid time-to-market and exceptional
system value. Cypress offerings include the PSoC� Programmable
System-on-Chip�, USB controllers, general-purpose programmable
clocks and memories. Cypress also offers wired and wireless
connectivity solutions ranging from its WirelessUSB� radio
system-on-chip, to West Bridge� and EZ-USB� FX2LP controllers that
enhance connectivity and performance in multimedia handsets.
Cypress serves numerous markets including consumer, computation,
data communications, automotive, industrial, and solar power.
Cypress trades on the NYSE under the ticker symbol CY. Visit
Cypress online at www.cypress.com. Statements herein that are not
historical facts and that refer to Cypress, Simtek or their
subsidiaries� plans and expectations for the future are
forward-looking statements made pursuant to the Private Securities
Litigation Reform Act of 1995. We use words such as �believe,�
�expect,� �future,� �plan,� �intend� and similar expressions to
identify such forward-looking statements that include, but are not
limited to, statements regarding Cypress and Simtek�s leadership
positions in their respective products, post-closing integration
plans and the effect of this transaction on Cypress and Simtek.
Such statements reflect our current expectations, which are based
on information and data available to our respective management as
of the date of this release. Our actual results may differ
materially due to a variety of uncertainties and risk factors,
including risks described in Cypress and Simtek�s filings, as well
as SunPower�s filings, with the Securities and Exchange Commission.
We assume no responsibility to update any such forward-looking
statements. Cypress and the Cypress logo, PSoC and EZ-USB are
registered trademarks of Cypress Semiconductor Corporation.
Programmable System-on-Chip, WirelessUSB and West Bridge are
trademarks of Cypress Semiconductor Corp. GLV, Grating Light Valve
and Silicon Light Machines are trademarks of Silicon Light Machines
Corp. All other trademarks are the property of their respective
owners. Additional Information The tender offer for the outstanding
common stock of Simtek has not yet commenced. This press release is
for informational purposes only and is not an offer to buy or the
solicitation of an offer to sell any securities. The solicitation
and the offer to buy shares of Simtek common stock will be made
only pursuant to an offer to purchase and related materials that
Cypress intends to file with the SEC on Schedule TO. Simtek also
intends to file a solicitation/recommendation statement on Schedule
14D-9 with respect to the offer. Simtek stockholders and other
investors should read these materials carefully because they
contain important information, including the terms and conditions
of the offer. Simtek stockholders and other investors will be able
to obtain copies of these materials without charge from the SEC
through the SEC�s website at www.sec.gov, from Cypress (with
respect to documents filed by Cypress with the SEC), or from Simtek
(with respect to documents filed by Simtek with the SEC).
Stockholders and other investors are urged to read carefully those
materials prior to making any decisions with respect to the offer.
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