Mr. Cobb, on behalf of Cypress Semiconductor Corporation (“Cypress”), I am writing to formally convey our frustration and disappointment with the position Integrated Silicon Solution, Inc. (“ISSI”) is taking with respect to the terms of an “Acceptable Confidentiality Agreement,” as defined in your Agreement and Plan of Merger entered into with the “Consortium” on March 12, 2015 (the “Consortium Merger Agreement”). Cypress and its financial and legal advisors have provided a reasonable draft of a Confidentiality Agreement (the “Proposed Confidentiality Agreement”), which we executed as well, in an effort to expedite completion of necessary and customary due diligence. Our Proposed Confidentiality Agreement, which we have attached to this letter, appropriately protects ISSI and is fully in accordance with the Consortium Merger Agreement.
The Consortium Merger Agreement clearly states that an Acceptable Confidentiality Agreement “need not contain any ‘standstill’ or other similar provisions.” Consequently, the fact that ISSI is now insisting on a standstill as a part of an Acceptable Confidentiality Agreement with Cypress is troubling. A standstill clause is not in Cypress’s best interest as it significantly restricts our flexibility to fully pursue a transaction. You also informed us that even if you were willing to sign a confidentiality agreement without an express standstill provision, you would not be permitted to do so under the Consortium Merger Agreement because it requires that any Acceptable Confidentiality Agreement prohibit the use of confidential information in any situation other than a negotiated transaction (a so-called “back door” standstill provision). We think this an erroneous reading of the Consortium Merger Agreement given the express permission for you to enter into an agreement not containing any “standstill” or similar provisions.
As we clearly indicated in our letter dated May 13th, Cypress is committed to expeditiously moving forward with due diligence. As such, we ask that ISSIimmediately countersign and return the Proposed Confidentiality Agreement. We look forward to working with you toward completion of a successful transaction. (Original Source)
Shares of Cypress Semiconductor closed today at $13.39, up $0.32 or 2.45%. CY has a 1-year high of $16.25 and a 1-year low of $8.04. The stock’s 50-day moving average is $13.36 and its 200-day moving average is $13.45.
On the ratings front, Cypress Semiconductor has been the subject of a number of recent research reports. In a report issued on May 1, Needham analyst Rajvindra Gill upgraded CY to Buy, with a price target of $20, which represents a potential upside of 52.3% from where the stock is currently trading. Separately, on March 13, Pacific Crest’s John Vinh maintained a Buy rating on the stock and also has a price target of $20.
According to TipRanks.com, which ranks over 7,500 financial analysts and bloggers to gauge the performance of their past recommendations, Rajvindra Gill and John Vinh have a total average return of 23.3% and 7.2% respectively. Gill has a success rate of 65.9% and is ranked #27 out of 3604 analysts, while Vinh has a success rate of 46.0% and is ranked #977.
Cypress Semiconductor Corp with its subsidiaries, designs, develops, manufactures and markets high-performance, mixed-signal, programmable solutions that provide customers with rapid time-to-market and system value.