Simtek Corp (MM) (NASDAQ:SMTK)
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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.