Cypress Semiconductor Acquires Simtek for $46 million

Cypress Semiconductor Corp. and Simtek Corp., supplier of nonvolatile static random access memory (nvSRAM) integrated circuits in Colorado Springs, CO, announced that they have reached an agreement whereby Cypress will acquire Simtek in an all cash transaction for $2.60 per share of Simtek common stock, or an aggregate value of approximately $46 million (including the value of Simtek shares held by Cypress).

The transaction will be structured as a cash tender offer for all of the outstanding shares of Simtek common stock and is subject to customary closing conditions, including regulatory approvals. The transaction is expected to close in or prior to the fourth calendar quarter of 2008.

Simtek’s nvSRAMs provide the high-speed memory access of standard SRAMs (15-ns access time), but retain data when power is turned off–a feature critical to applications where secure data storage is essential to system functionality. This combination of features makes the devices ideal for applications requiring critical data retention under almost any operating conditions, such as RAID (Redundant Array of Independent Disks) data storage, industrial controls, military and avionics, medical patient monitoring and automotive systems.

Cypress currently holds approximately four-percent of Simtek’s outstanding common stock and has been marketing and licensing Simtek’s technology since engaging in a joint product development agreement with Simtek in March 2006.

"Simtek’s nvSRAM technology combines with our S8 (0.13-micron) design platform to provide outstanding features and functions for the embedded marketplace," said Ahmad Chatila, executive vice president of Cypress’s Memory and Imaging Division. "We are looking to integrate this technology into many of our products, including our PSoC Programmable System-on-Chip, providing a highly integrated control and power failure solution for complex analog and digital systems."

Robert Pearson, chairman of the board of Simtek, added: "This is the result of a long and rigorous process of evaluating the Company’s strategic alternatives. Cypress’s global presence and manufacturing muscle along with its longstanding expertise in SRAMs will accelerate acceptance of Simtek’s world-class nvSRAM technology by broader markets and application areas. Simtek’s worldwide team of technical and business professionals is excited to become a part of Cypress’s globally recognized and respected team."