Simtek Board Rejects Proposal from Cypress Semiconductor as Not in Stockholders' Best Interests
April 11 2008 - 6:11PM
Business Wire
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.
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