Integrated Silicon Confirms Sweetened Offer From Cypress Semiconductor

(RTTNews) - Integrated Silicon Solution, Inc. (ISSI), a fabless semiconductor company, on Monday acknowledged the receipt of a revised unsolicited non-binding offer from Cypress Semiconductor Corp. (CY) to acquire all of the company's outstanding common stock for $20.25 per share in cash.

ISSI has previously said that it entered into an amendment to the agreement and plan of merger dated as of March 12, 2015 with Uphill Investment Co. Under the deal, Uphill agreed to acquire all of the outstanding common stock of ISSI for $20.00 per share in cash.

ISSI said it currently expects to engage in further talks with Cypress regarding the offer and to furnish additional due diligence information to Cypress in compliance with the applicable terms of the Uphill Agreement.

However, ISSI said it remains concerned about the ability of Cypress to finance the approximately $680 million purchase price with only about $157 million in cash and cash equivalents, and about $494 million in debt on its balance sheet at March 31, 2015.

ISSI said it previously asked Cypress to provide it with a financing commitment letter to support the proposed purchase price, but Cypress has not provided such letter. Further, ISSI said it concerned with the ability of a transaction with Cypress to obtain antitrust clearance in the U.S. and Germany as well as the timing of such clearance.

As originally announced on March 12, 2015, ISSI continues to expect to close the transaction with Uphill in the third calendar quarter of 2015.