SHANGHAI, BEIJING, and MILPITAS, Calif. -- March 12, 2015 -- Integrated Silicon Solution, Inc. (Nasdaq: ISSI), a global fabless semiconductor company, and a Chinese consortium of investors led by Summitview Capital (the "Consortium"), today jointly announced that they have entered into a definitive merger agreement under which the Consortium will acquire all of the outstanding shares of ISSI for US$19.25 per share in cash. The proposed transaction values ISSI's equity at approximately US$639.5 million, on a fully diluted basis. The transaction is subject to approval by the stockholders of ISSI, as well as antitrust and other regulatory approvals. As part of the transaction, the merger agreement contemplates that, in connection with the closing of the merger, ISSI's operations in Taiwan will be restructured or some or all of ISSI's Taiwan operations will be sold as necessary to comply with the requirements of Taiwan laws and regulations. The Chinese consortium members also include eTown MemTek Ltd., Hua Capital and Huaqing Jiye.
The ISSI Board of Directors has unanimously approved the merger agreement and recommends that the ISSI stockholders vote to approve the merger agreement. Details regarding the record date, and the date, time and place of the special meeting of stockholders to vote on the transaction will be announced at a later date. The transaction is currently expected to close in the third calendar quarter of 2015.
With annual revenues of US$329 million for fiscal 2014, ISSI is a fabless semiconductor company that designs and markets high performance integrated circuits for the automotive, industrial, medical, networking, mobile communications, and digital consumer electronics markets.
Commenting on the proposed acquisition, Scott Howarth, ISSI's President and Chief Executive Officer, said, "We are pleased to have reached this agreement, which we believe realizes significant value for our stockholders and supports continued innovation for our long-term customers."
ISSI will file with the Securities and Exchange Commission (the "SEC") a Current Report on Form 8-K regarding the transaction, which will include a copy of the merger agreement. All parties desiring details regarding the transaction are urged to review these documents, which are available at the SEC's website (http://www.sec.gov).
Oppenheimer & Co. is serving as financial advisor and Wilson Sonsini Goodrich Rosati, P.C. is serving as U.S. legal advisor to ISSI. Needham & Company is serving as financial advisor and Morrison & Foerster LLP is serving as U.S. legal advisor to the Consortium.
This announcement is neither a solicitation of proxies, an offer to purchase, nor a solicitation of an offer to sell any securities and it is not a substitute for any proxy statement or other proxy materials that may be filed or furnished with the SEC with respect to the proposed merger.
ISSI is a fabless semiconductor company that designs and markets high performance integrated circuits for the following key markets: (i) automotive, (ii) communications, (iii) industrial, and (iv) digital consumer. ISSI's primary products are high speed and low power SRAM and low, and medium and high density DRAM. ISSI also designs and markets NOR flash products and high performance analog and mixed signal integrated circuits. ISSI is headquartered in Silicon Valley with worldwide offices in Taiwan, Japan, Singapore, China, Europe, Hong Kong, India, and Korea. Visit ISSI's web site at www.issi.com.
About the Consortium
SummitView Capital: Private equity and buyout funds focus on the semiconductor industry in China.
eTown MemTek Ltd: A fabless company based in Beijing dedicated to research and develop advanced memory technology and products. The company's major shareholder is E-Town Capital.
Hua Capital: Private equity fund focuses on semiconductor investments in China.
Huaqing Jiye Investment Management Co., Ltd.: An investment company focusing on capital investment management and consulting.