Ramtron - FRAM - ESRAM (RMTR)

[eastunder]

Ramtron Responds to Unsolicited Proposal from Cypress Semiconductor

http://ih.advfn.com/p.php?pid=nmona&article=52798942&symbol=RMTR


Ramtron International Corporation (Nasdaq: RMTR), a leading developer and supplier of nonvolatile ferroelectric random access memory (F-RAM) and integrated semiconductor products, announced today that its Board of Directors has reviewed and carefully considered the unsolicited proposal dated June 12 from Cypress Semiconductor Corporation (Nasdaq: CY) with the assistance of its financial and legal advisors, and concluded that the proposal of $2.48 per share of common stock does not reflect the intrinsic value of the Company and is not in the best interest of Ramtron stockholders.

Ramtron also announced that its Board of Directors has authorized the exploration of strategic alternatives in the best interests of its stockholders. The Board intends to consider the full range of available options including, but not limited to, the potential sale of the Company or continuing with the Company’s current growth plans. Cypress has been invited to participate in this process.

“Under Eric Balzer’s leadership, Ramtron is a transformed company that is now poised to fully exploit the vast untapped opportunity for F-RAM-based low energy and high data integrity solutions in the semiconductor market,” said Dr. William G. Howard, Ramtron’s Chairman. “Over the past 18 months, he has assembled a world-class management team, successfully completed the foundry transition, resolved product supply shortages and implemented processes aimed at accelerating global adoption of F-RAM and enlarging the size of the Company’s addressable market. For the past three quarters, the Company has delivered positive net income and generated positive EBITDA. Having expanded capacity and addressed operational issues, the Company is intensely focused on delivering superior service to its customers and distributors and driving demand creation, and is gaining traction with its customer-centric sales and marketing initiatives and new product introductions.

“As a result, the Ramtron Board of Directors believes that Cypress’ unsolicited proposal fails to reflect the Company’s strengthened competitive position, F-RAM intellectual property and deep know-how, and strong prospects for long-term growth, as well as the progress being made toward expanding the Company’s product portfolio beyond specialty memory products to also include integrated semiconductor solutions,” concluded Dr. Howard.

There can be no assurance that the exploration of strategic alternatives will result in any transaction. The Company does not intend to disclose developments regarding the exploration of strategic alternatives unless and until a transaction has been approved.

Needham & Company, LLC is serving as Ramtron’s financial advisor, and Shearman & Sterling LLP is serving as Ramtron’s legal advisor.

About Ramtron

Ramtron International Corporation, headquartered in Colorado Springs, Colorado, is a fabless semiconductor company that designs, develops and markets specialized semiconductor memory and integrated semiconductor solutions used in a wide range of product applications and markets worldwide. For more information, visit www.ramtron.com.