How Cypress Just Landed a Major Victory in Its Acquisition of Integrated Silicon

Cypress Semiconductor Corp. (NASDAQ: CY) and Integrated Silicon Solution Inc. (NASDAQ: ISSI) have been in the midst of merger talks, and it looks like these talks may have come to an end. Previously Uphill Investment was involved in these talks, but it has been losing ground.

Both Cypress and Integrated Silicon announced Wednesday that they finalized a definitive agreement in which Integrated Silicon will be acquired by Cypress for $20.25 per share in cash. In regards to the previously announced issue of antitrust approvals, Cypress agreed to use its reasonable best efforts and take all reasonable actions to obtain such approvals, including fully divesting all of Integrated Silicon’s SRAM business, if necessary.

As previously announced on May 29, Integrated Silicon amended its agreement and plan of merger dated March 12 with Uphill Investment. The original agreement stated that Uphill would acquire all of Integrated Silicon’s outstanding common stock for $20.00 per share in cash.

Ultimately Integrated Silicon’s board decided against this deal and opted for Cypress’ offer. The reasoning behind this was that it would be more favorable from a financial point of view to Integrated Silicon’s shareholders, compared to the Uphill merger agreement.

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However, Uphill does have another opportunity for Integrated Solutions:

Uphill was informed that the ISSI Board is prepared to approve or recommend the Cypress offer and terminate the Uphill Agreement to enter into a definitive agreement with Cypress unless Uphill delivers within four days a written, binding and irrevocable offer to modify the terms of the Uphill Agreement in a manner such that the ISSI Board, shall have determined in good faith, after considering the terms of such offer, that the Cypress offer no longer constitutes a Superior Proposal (as defined in the Uphill Agreement). This four day period will expire at 5:00 p.m. Pacific Time on Sunday, June 14, 2015. ISSI and its representatives are prepared to negotiate in good faith with Uphill and its representatives regarding any modifications to the terms of the transaction contemplated under the Uphill Agreement, such that the current Cypress offer would no longer constitute a Superior Proposal.

Integrated Silicon’s stock has a consensus analyst price target of $19.35, so this puts the Cypress offer at roughly a $1 premium above what analysts think.

So far year to date, shares of Integrated Solutions have grown over 24%. Even within the past 52 weeks, the stock has climbed about 38%. Integrated Silicon shares were down 0.3% at $20.39, in a 52-week trading range of $11.03 to $21.04.

Shares of Cypress were up about 4.1% to $13.12 on Wednesday morning. The stock has a consensus analyst price target of $16.85 and a 52-week trading range of $8.04 to $16.25.

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