Integrated Silicon Solution Inc. (ISSI), the Silicon Valley chip company that s been struggling with an acquisition offer by Cypress Semiconductor, said Monday that negotiations have broken down over anti-trust concerns.
Last week, Cypress told ISSI s board in a letter that it expected to execute a merger agreement by the June 7 deadline set by Cypress.
ISSI issued a statement saying that Cypress had failed to seal the deal by its own self-imposed deadline of June 7. It said negotiations broke down over language protecting shareholders from any anti-trust issues that might crop up later.
Cypress hasn t been heard from yet, but it s not likely to be the last word on the matter.
ISSI s board had all but signed a deal earlier in the year to sell the company to a Chinese investor group called Uphill Investment when Cypress made an uninvited bid for the company. The bid – higher than Uphill s – stirred up ISSI s major shareholder, Starboard Value, which was angered by the disclosure that ISSI s board had failed to even ask Cypress if it was interested in buying the company.
ISSI said a merger with Cypress might not go through without serious anti-trust reviews that could take up to 9 months and cost millions of dollars.
Even so, the company said that a merger agreement with Cypress has been nearly fully negotiated with the only remaining point of difference being the treatment of the antitrust risks of the transaction.
It claimed Cypress downplayed the antitrust risks both in the U.S. and in Germany.
The language ISSI wants calls for Cypress to take all necessary actions to comply with anti-trust filings in order to close the merger. It says Cypress was willing to commit to taking all reasonable actions, which ISSI claims would let Cypress walk away from the deal.
Photo: Cypress logo
