SmartKem (NASDAQ:SMTK)
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Simtek Corporation (“Simtek”)
(NASDAQ:SMTK), the inventor,
pioneer, and world’s premier supplier of
nonvolatile static random access memory (nvSRAM) integrated circuits,
today confirmed that it has received a proposal from Cypress
Semiconductor Corporation (“Cypress”)
to acquire Simtek for $2.20 per share in cash.
Simtek’s Board of Directors has reviewed
Cypress’ proposal with the assistance of
management and Simtek's independent financial and legal advisors. Based
on this review, Simtek’s Board has concluded
that the proposal significantly undervalues Simtek, and that a sale of
Simtek on the terms set forth in the proposal would not be in the best
interests of Simtek's stockholders.
Robert Pearson, Chairman of the Board of Simtek, commented that "in the
Board's opinion, the Cypress proposal, significantly undervalues the
combination of our core business in nvSRAMs and our AgigA Tech
subsidiary through which we are developing and intend to take to market
breakthrough high density non-volatile RAM solutions." Mr. Pearson
concluded, "We remain committed to building value for all of our
stockholders and, as we have stated before, will continue to explore
various strategic alternatives in order to maximize long-term value for
stockholders. We intend to vigorously resist any attempt by Cypress to
acquire Simtek at a price that does not adequately value the company and
its growth opportunities."
Pagemill Partners is acting as financial advisor to Simtek and Cooley
Godward Kronish LLP and Holme Roberts & Owen LLP are acting as its legal
advisors.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any
vote or approval.
About Simtek Corporation
Simtek Corporation designs and markets "NV + fast SRAM" nonvolatile
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.
Simtek is headquartered in Colorado Springs, Colorado.
Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended,
including statements predicting Simtek’s
future growth. These forward-looking statements are inherently difficult
to predict and involve risks and uncertainties that could cause actual
results to differ materially, including, but not limited to, projections
of future performance including predictions of future profitability and
expectations of the business environment in which Simtek operates. For a
detailed discussion of these and other risk factors, please refer to
Simtek's filings with the Securities and Exchange Commission (SEC),
including its Annual Report on Form 10-K and subsequent Form 10-Q and
Form 8-K filings.