SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
RAMTRON INTERNATIONAL CORPORATION
(Name of Subject Company (Issuer))
RAIN ACQUISITION CORP.
a wholly owned subsidiary of
CYPRESS SEMICONDUCTOR CORPORATION
(Names of Filing Persons (Offeror))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
751907304
(CUSIP Number of Class of Securities)
T.J. Rodgers
President and Chief Executive Officer
Cypress Semiconductor Corporation
198 Champion Court
San Jose, CA 95134-1599
(408) 943-2600
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
With copies to:
Larry W. Sonsini, Esq. Bradley L. Finkelstein, Esq. Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, CA 94304 Telephone: (650) 493-9300 |
Selim Day, Esq. Wilson Sonsini Goodrich & Rosati Professional Corporation 1301 Avenue of the Americas New York, NY 10019 Telephone: (212) 999-5800 |
CALCULATION OF FILING FEE
| ||
Transaction Valuation* | Amount Of Filing Fee** | |
$101,265,456.24 |
$11,605.03 | |
| ||
|
* | Estimated for purposes of calculating the amount of the filing fee only. This calculation assumes the purchase of 37,785,618 shares of common stock, par value $0.01 per share (Shares), of Ramtron International Corporation at the offer price of $2.68 per Share. Based upon information contained in Ramtron International Corporations Quarterly Report on Form 10-Q filed with the Securities Exchange Commission on May 4, 2012, there were (i) 35,326,202 Shares outstanding as of May 2, 2012, (ii) 3,957,000 Shares issuable pursuant to stock options outstanding on March 31, 2012 and (iii) 170,000 Shares issuable pursuant to restricted stock units outstanding on March 31, 2012. This calculation (i) assumes that all shares of restricted stock granted as of March 31, 2012 were issued and outstanding on that date and (ii) excludes 1,667,584 Shares beneficially owned by Cypress Semiconductor Corporation. |
** | The filing fee was calculated in accordance with Rule 0-11 under the Securities and Exchange Act of 1934, as amended, by multiplying the transaction value by 0.0001146. |
¨ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and date of its filing. |
Amount Previously Paid: Not Applicable |
Filing Party: Not Applicable | |
Form or Registration No.: Not Applicable |
Date Filed: Not Applicable |
¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
x | third-party tender offer subject to Rule 14d-1. |
¨ | issuer tender offer subject to Rule 13e-4. |
¨ | going-private transaction subject to Rule 13e-3. |
¨ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
¨ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Tender Offer Statement on Schedule TO (this Schedule TO) is filed by Cypress Semiconductor Corporation, a Delaware corporation (Cypress), and Rain Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Cypress (Purchaser). This Schedule TO relates to the offer by Purchaser to purchase all outstanding shares of common stock, par value $0.01 per share (together with the associated preferred stock purchase rights, the Shares), of Ramtron International Corporation, a Delaware corporation, at $2.68 per Share, net to the seller in cash (less any applicable withholding taxes and without interest) upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 21, 2012 (the Offer to Purchase), and in the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
Items 1 through 9; Item 11.
All information contained in the Offer to Purchase and the accompanying Letter of Transmittal, including all schedules thereto, is incorporated herein by reference in response to Items 1 through 9 and Item 11 in this Schedule TO.
Item 10. Financial Statements.
Not applicable.
Item 12. Exhibits.
(a)(1)(A) |
Offer to Purchase dated June 21, 2012. | |
(a)(1)(B) |
Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9). | |
(a)(1)(C) |
Form of Notice of Guaranteed Delivery. | |
(a)(1)(D) |
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |
(a)(1)(E) |
Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |
(a)(1)(F) |
Form of Summary Advertisement dated June 21, 2012. | |
(a)(5)(A) |
Text of Press Release Issued by Cypress dated June 12, 2012. (1) | |
(a)(5)(B) |
Text of Press Release Issued by Cypress dated June 21, 2012. | |
(b) |
Not applicable. | |
(d) |
Not applicable. | |
(g) |
Not applicable. | |
(h) |
Not applicable. |
(1) | Incorporated by reference to the Schedule TO-C filed by Cypress on June 12, 2012. |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: June 21, 2012
CYPRESS SEMICONDUCTOR CORPORATION | ||||
By: |
/S/ BRAD W. BUSS | |||
Name: | Brad W. Buss | |||
Title: | Executive Vice President, Finance and Administration and Chief Financial Officer |
RAIN ACQUISITION CORP. | ||||
By: | /S/ BRAD W. BUSS | |||
Name: | Brad W. Buss | |||
Title: | Secretary |
EXHIBIT INDEX
Exhibit No. |
||
(a)(1)(A) |
Offer to Purchase dated June 21, 2012. | |
(a)(1)(B) |
Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9). | |
(a)(1)(C) |
Form of Notice of Guaranteed Delivery. | |
(a)(1)(D) |
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |
(a)(1)(E) |
Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |
(a)(1)(F) |
Form of summary advertisement dated June 21, 2012. | |
(a)(5)(A) |
Text of Press Release Issued by Cypress dated June 12, 2012. (1) | |
(a)(5)(B) |
Text of Press Release Issued by Cypress dated June 21, 2012. | |
(b) |
Not applicable. | |
(d) |
Not applicable. | |
(g) |
Not applicable. | |
(h) |
Not applicable. |
(1) | Incorporated by reference to the Schedule TO-C filed by Cypress on June 12, 2012. |