Cypress Extends Offer to Acquire Ramtron

Cypress Semiconductor Corporation has extended its tender offer to acquire all of the outstanding stock of Ramtron International Corporation for $2.68 per share in cash to 5:00 p.m., New York City time, on August 3, 2012.

The offer was previously scheduled to expire at 12:00 midnight, New York City time, on July 19, 2012. Cypress’s offer represents a 48% premium over Ramtron’s closing price of $1.81 per share on June 11, 2012, the day before Cypress publicly disclosed its offer for Ramtron.

The all-cash offer is not conditioned on due diligence or financing.

In addition, Cypress today announced that the waiting period pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to its acquisition of Ramtron has expired and that Cypress has received the necessary regulatory clearance pursuant to the German merger control laws. Cypress does not believe that any other regulatory approvals are necessary in connection with the acquisition.

Cypress continues to believe that its offer represents full and fair value and provides Ramtron’s stockholders with immediate liquidity at a substantial premium in a very volatile market.

"Ramtron’s contention that we have ‘bypassed’ its strategic review process – a process that exists only because of our prior offers – is simply untrue," said T.J. Rodgers, president and CEO of Cypress. "We have repeatedly said that we prefer a negotiated transaction and have attempted to engage with Ramtron on numerous occasions. Ramtron continues to insist that Cypress agree to a ‘standstill’ and other restrictions that would impede our ability to pursue a transaction."

Rodgers concluded: "Cypress remains committed to acquiring Ramtron, and we will pursue all necessary alternatives to complete a transaction."

Greenhill & Co., LLC is acting as financial advisor to Cypress and dealer manager for the offer, and Wilson Sonsini Goodrich & Rosati, Professional Corporation, is acting as legal counsel.

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