Cypress goes public on offers to buy Ramtron

Peter Clarke

LONDON – Chip company Cypress Semiconductor Corp. (San Jose, Calif.) has announced it has offered to acquire all the outstanding stock of non-volatile memory company Ramtron International Corp. (Colorado Springs, Colorado) for $2.48 per share, a 37 percent premium over Ramtron's closing stock price on Monday June 11. With about 35 million shares outstanding shares this would represent a purchase price of about $86 million.

Cypress revealed that it had attempted to buy Ramtron in March 2011 at $3.01 per share but that the previous offer had been rejected by the company.

Ramtron supplies ferroelectric random access memories and works with Samsung Electronics Co. Ltd., Texas Instruments Inc. and Toshiba Corp. as manufacturing partners. Ramtron has also allowed Texas Instruments to produce microcontrollers with embedded ferroelectric memory for use in low power applications. In the first quarter of 2012 Ramtron made a net profit of $445,000 on sales revenue of $15.0 million.

"We believe that our offer provides compelling value to Ramtron's stockholders," said T.J. Rodgers, president and CEO of Cypress, in a statement. "Last year, we attempted to negotiate an acquisition of Ramtron, but our offer of $3.01 per share – which represented the same 37 percent premium to Ramtron's then-current stock price as we are offering today – was summarily rejected. Soon thereafter, Ramtron sold almost 20 percent of its stock in a dilutive public offering at a net price of $1.79 per share," Rodgers continued.

"At this time, we call on Ramtron's Board of Directors to act in the best interests of its stockholders by meeting with us to seriously discuss our compelling proposal. We believe that Cypress would benefit Ramtron's customers, providing them with a more stable source of supply, greater research and development resources and better support from a much larger sales channel. We also believe the combination would provide Ramtron's employees with more opportunity for long-term success as part of a larger, more global organization," Rodgers said.

Cypress has made public the text of letters sent to Ramtron by email on June 12, 2012 and letters sent on March 8, March 10 and April 11, 2011.