COLORADO SPRINGS, Colo. — Ramtron International Corporation (Nasdaq: RMTR), a leading developer and supplier of nonvolatile ferroelectric random access memory (F-RAM) and integrated semiconductor products, today announced that its Board of Directors has carefully reviewed the revised unsolicited tender offer from Cypress Semiconductor Corporation (Nasdaq: CY) to acquire all outstanding stock of Ramtron at a price of $2.88 per share in cash, in consultation with its financial and legal advisors, and unanimously concluded that the revised offer is inadequate, does not reflect the intrinsic value of the Company, and is not in the best interest of Ramtron and its stockholders. Therefore, the Board unanimously recommends that Ramtron stockholders reject the revised offer and not tender their shares into the revised offer.
“The revised price does not alter the Board’s initial conclusion that the tender offer undervalues Ramtron’s strong long-term growth prospects, particularly considering the margin benefits to be derived from the manufacturing agreement the Company recently signed with ROHM Co., Ltd, not to mention the Company’s valuable intellectual property and F-RAM technological expertise,” said Dr. William G. Howard, Ramtron’s Chairman. “We remain committed to determining a course of action through the strategic alternatives review that will enable Ramtron stockholders to fully realize the long-term value inherent in the Company’s long-term growth prospects.”
The basis for the Board’s recommendation is set forth in an Amended Schedule 14D-9 Ramtron is filing today with the Securities and Exchange Commission (“SEC”).