Ramtron - FRAM - ESRAM (RMTR)

[eastunder]

UPDATE 3-Cypress Semi renews offer for Ramtron

Tue Jun 12, 2012 8:49am EDT

* Offers $2.48/shr, a 37 pct premium to Ramtron's Monday close

* Cypress's $3.01/shr offer was rejected last year

* Seeks response by June 19

* Ramtron shares up 31.5 pct in premarket trade

June 12 (Reuters) - Chipmaker Cypress Semiconductor Corp offered to buy smaller rival Ramtron International Corp for about $87.6 million, reviving a previously undisclosed bid it made last year but making little change to the overall price.

Cypress said on Tuesday it would offer $2.48 for each Ramtron share, a 37 premium to the stock's Monday close.

"Although we would prefer to proceed through a negotiated agreement, we are fully committed to this transaction, and will take the steps necessary to complete it," Chief Executive T.J. Rodgers said in a letter to Ramtron's board.

Cypress disclosed that it had offered to buy Ramtron in March 2011 but was "summarily rejected".

That offer of $3.01 per share had valued Ramtron at about $84.3 million based on the number of shares outstanding at the time. Ramtron later sold about 20 percent of its stock in a public offering at about $1.80 per share.

The latest deal value is based on Ramtron's 35.3 million shares outstanding, according to Thomson Reuters data.

Cypress, which makes microcontrollers and chips used in touchscreen phones and tablets, is seeking access to Ramtron's ferroelectric random-access memory (F-RAM) technology, a costlier alternative to flash memory that uses less power and writes faster.

Ramtron licenses its F-RAM technology to Fujitsu Ltd , Samsung Electronics Co Ltd and Texas Instruments Inc.

Rodgers set a June 19 deadline for the Ramtron board to respond to the offer.

Cypress, which has retained Greenhill & Co as its financial adviser, said it was prepared to begin a cash tender offer with no financing or due-diligence conditions.

Ramtron shares rose 31.5 percent to $2.38 in premarket trade. They had closed at $1.81 on Monday on the Nasdaq.