Infineon announces final regulatory approval for acquisition of Cypress Semiconductor Corporation Apr 7, 2020 | Business & Financial Press Neubiberg, Germany – 7 April 2020 – Infineon Technologies AG (FSE: IFX / OTCQX: IFNNY) today announced that all necessary regulatory approvals have been received for its acquisition of Cypress Semiconductor Corporation (NASDAQ: CY). The deal closed in Apr… All three banks acted as structuring banks in addition to providing committed financing for the transaction, Bank of America Merrill Lynch in the lead. Cypress Semiconductor Corp. 198 Champion Court San Jose, CA 95134 USA Tel: +1-408-943-2600. Bank of America Merrill Lynch also acted as financial advisor. Expected economies of scale will create cost synergies of €180 million per annum by 2022. In connection with the proposed transaction, Cypress intends to file a proxy statement and other relevant materials with the SEC in connection with the solicitation of proxies in connection with the proposed transaction. This announcement is not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation of such jurisdiction or which would require any registration or licensing within such jurisdiction. This will accelerate the company’s path of profitable growth of recent years. > Press For additional discussion of potential risks and uncertainties that could impact Cypress’ results of operations or financial position, refer to Part I, Item 1A. International Support +1 … Improved financial strength following full integration The acquisition will also improve Infineon’s financial strength and Infineon shareholders are expected to benefit from earnings accretion beginning in the first full fiscal year after closing. Morgan Stanley is acting as exclusive financial advisor to Cypress, and Simpson Thacher & Bartlett LLP is serving as legal counsel. Customer Service Support +1-800-541-4736 Hours: 8:00AM - 5:00PM (local time) Create a MyCase Cypress Developer Community. Jointly, we will enable more secure, seamless connections, and provide more complete hardware and software sets to strengthen our customers’ products and technologies in their end markets. German chipmaker Infineon Technologies AG is nearing a deal to buy Cypress Semiconductor Corp, valuing the U.S. chipmaker at almost $10 billion, Bloomberg reported on Sunday. The funding of the acquisition is fully underwritten by a consortium of banks. To learn more, go to www.cypress.com. The transaction has been approved by the Cypress shareholders and all required regulatory clearances have been obtained. Microelectronics from Infineon is the key to a better future. Infineon is committed to retaining a solid investment grade rating and, consequently, Infineon intends to ultimately finance approximately 30 percent of the total transaction value with equity and the remainder with debt as well as cash on hand. Neither this announcement nor any part of it form the basis of, nor should any of them be relied on in connection with, any voting decisions to be taken by shareholders of either Cypress or Infineon Technologies AG, any offer to purchase or sell, or contract to purchase or sell, any securities of Cypress or Infineon Technologies AG, any member of the Cypress Group or Infineon Technologies Group, or with any other offer, contract or commitment whatsoever. Risk Factors in Cypress’ Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019 and any subsequent filings with the U.S. Securities and Exchange Commission (the “SEC”). As Board members, we are grateful for Cypress’s outstanding management team, led by Hassane El-Khoury.” More robust positioning in high-growth markets With the addition of Cypress, Infineon will consequently strengthen its focus on structural growth drivers and serve a broader range of applications. Cypress’s microcontrollers, wireless and USB-based connectivity solutions, analog ICs, and reliable, high-performance memories help engineers design differentiated products and get them to market first. Acquisition of Cypress Semiconductor, 3 June 2019 Start: 8:15 am CEST / 7:15 am UK / 2:15 am EDT, 苏ICP备15016286号-1 | 苏公网安备 32021402001016号 | 营业执照, Infineon to acquire Cypress, strengthening and accelerating its path of profitable growth, Dr. Reinhard Ploss, CEO Infineon Technologies AG, Hassane El-Khoury, President and CEO of Cypress, Steve Albrecht, Chairman of the Board of Directors of Cypress, Acquisition of Cypress Semiconductor, 3 June 2019, Home Together, we will continue our shared commitments to innovation and focused R&D investments to accelerate technology advancements.” Hassane El-Khoury, President and CEO of Cypress, said: “The Cypress team is excited to join forces with Infineon to capitalize on the multi-billion dollar opportunities from the massive rise in connectivity and computing requirements of the next technology waves. On Semiconductor has appointed Hassane El-Khoury as chief executive to replace retiring boss Keith Jackson. The closing is expected by the end of calendar year 2019 or early 2020. Credit Suisse and J.P. Morgan acted as lead financial advisors to Infineon. Infineon's proposed tie-up values Cypress nearly 50% higher than the stock price prior to media reports that a deal was in the works. On 3 June 2019, Infineon and Cypress announced that the companies had signed a definitive agreement under which Infineon would acquire Cypress for US$23.85 per share in cash, corresponding to an enterprise value of €9.0 billion. Munich, Germany, and San Jose, California - 3 and 2 June 2019 - Infineon Technologies AG (FSE: IFX / OTCQX: IFNNY) and Cypress Semiconductor Corporation (NASDAQ: CY) today announced that the companies have signed a definitive agreement under which Infineon will acquire Cypress for US$23.85 per share in cash, corresponding to an enterprise value of €9.0 billion. In the 2019 fiscal year (ending 30 September), the Company reported sales of €8.0 billion with about 41,400 employees worldwide. The acquisition makes Infineon one of the world's top 10 semiconductor manufacturers. Transaction details Under the terms of the agreement, Infineon will offer US$23.85 in cash for all outstanding shares of Cypress. Infineon is listed on the Frankfurt Stock Exchange (ticker symbol: IFX) and in the USA on the over-the-counter market OTCQX International Premier (ticker symbol: IFNNY). Infineon CFO Sven … At the same time, Infineon aims to achieve significant economies of scale, making Infineon's business model even more resilient. Information regarding certain of these persons and their beneficial ownership of Cypress’ common stock is also set forth in Cypress’ definitive proxy statement on Schedule 14A for its 2019 annual meeting of stockholders filed on March 15, 2019 with the SEC, which can be obtained free of charge from the sources indicated above. Infineon Technologies AG is a world leader in semiconductor solutions that make life easier, safer and greener. The Financial Advisors are acting exclusively for Infineon Technologies AG and for no-one else in connection with or in respect of the transactions referred to in this announcement and will not regard any other person (whether or not a recipient of this presentation) as a client in relation to these transactions and will not be responsible to any other person for providing the protections afforded to their respective clients, or for advising any such person on the contents of this announcement or in connection with any transaction referred to in this announcement. The capital intensity will decrease, resulting in an increasing free cash flow margin. The transaction has been approved by the Cypress shareholders and all required regulatory clearances have been obtained. He led Cypress Semiconductor’s purchase by Infineon Semiconductor in a $9bn deal. Infineon Technologies AG completes acquisition of Cypress Semiconductor ... Cypress Semiconductor Corp. 198 Champion Court San Jose, CA 95134 USA Tel: +1-408-943-2600. In addition, Cypress’ stockholders may obtain free copies of the documents Cypress files with the SEC through the Investors portion of Cypress’ website at investors.cypress.com under the link “Financials & Filings” and then under the link “SEC Filings” or by contacting Cypress’ Investor Relations Department by (a) mail at Cypress Semiconductor Corporation, Attention: Investor Relations, 198 Champion Ct., San Jose, CA 95134, (b) telephone at (408) 943-2600, or (c) e-mail at investorrelations@cypress.com. This transaction also makes our business model even more resilient. On Semi currently sales of $5.5bn and an increasingly similar range of power and wireless products. Reinhard Ploss, CEO of Infineon, said: “The planned acquisition of Cypress is a landmark step in Infineon’s strategic development. Customer Service Support +1-800-541-4736 Hours: 8:00AM - 5:00PM (local time) Create a MyCase Cypress Developer Community. > About Infineon You are urged to consider these factors carefully in evaluating the forward-looking statements in this announcement and not to place undue reliance on such statements. This communication does not constitute an offer to sell or the solicitation of an offer to buy Cypress’ securities or the solicitation of any vote or approval. Microelectronics from Infineon is the key to a better future. In addition to its already leading position in power semiconductors and security controllers, Infineon will now also become the number one supplier of chips to the automotive market. Infineon announced us they will keep the current communication between all customers and them for a while under this serious COVID-19 situation. Both conferences will also be available live and for download on Infineon’s website at www.infineon.com. Cypress Semiconductor Corporation An Infineon Technologies Company 6 Arie Regev Street 42504 Netanya Israel Product Design. This will open up additional growth potential in the automotive, industrial and Internet of Things sectors. The contents of this announcement have not been verified by any of the Financial Advisors or any of their affiliates. Based on pro forma revenues of €10 billion in FY 2018, the transaction will make Infineon the number eight chip manufacturer in the world. Cypress Semiconductor, An Infineon Technologies Company / U.S.A. Cypress is now Infineon. With Cypress Semiconductor’s Merger Drama Ending, It May Offer Way to Offset Market Turbulence For German chipmaker Infineon, there’s still one more small hurdle to … 10013750 Cypress Semiconductor Corporation An Infineon Technologies Company KSP R&D A/B 8F, 3-2-1 Sakado Takatsu-ku, Kawaski-shi, Kanagawa, 213-0012 Japan Customer Service and Supplier Management. Infineon shares slid 6.5% Monday as investors reacted to the deal. Infineon and Cypress: Strengthening the link between the real and the digital world September 2019. > About Infineon The integration of Cypress is a major step for Infineon and a unique opportunity for our customers. The financial policy to preserve a strategic cash reserve remains in place. For Cypress shareholders, the combination of continued dividends through closing plus the US$23.85 cash price represents significant value creation. La firma alemana de semiconductores Infineon ha pactado la compra de la estadounidenses Cypress Semiconductor en una operación de 9.000 millones de … > Cypress acquisition, Infineon Technologies AG completes acquisition of Cypress Semiconductor Corporation, Infineon Makes Successful Debut on the Hybrid Bond Market and raises EUR 1.2 billion to re-finance the Cypress acquisition, Infineon to acquire Cypress, strengthening and accelerating its path of profitable growth, Usage of this website is subject to our Usage Terms. Infineon Technologies AG announced and issued the following press release that Infineon implemented the acquisition of CYPRESS Semiconductor on Apr-16-2020. Specific factors that could cause actual results to differ from results contemplated by forward-looking statements include, among others, the occurrence of any event, development, condition, state of facts, change, effect or other circumstances that could give rise to the termination of the Merger Agreement, the inability to complete the Merger due to the failure to obtain stockholder approval for the Merger or the failure to satisfy other conditions to completion of the Merger, including that a governmental authority may prohibit, delay or refuse to grant approval for the consummation of the transaction; risks regarding the failure of Parent to obtain the necessary financing to complete the Merger; risks related to disruption of management’s attention from Cypress’ ongoing business operations due to the transaction; the effect of the announcement of the Merger on Cypress’ relationships, operating results and business generally; the risk that certain approvals or consents will not be received in a timely manner or that the Merger will not be consummated in a timely manner; the risk of exceeding the expected costs of the Merger; adverse changes in U.S. and non-U.S. governmental laws and regulations; adverse developments in Cypress’ relationships with its employees; capital market conditions, including availability of funding sources for Cypress; changes in Cypress’ credit ratings; risks related to Cypress’ indebtedness, including Cypress’ ability to meet certain financial covenants in Cypress’ debt instruments; the risk of litigation, including stockholder litigation in connection with the proposed transaction, and the impact of any adverse legal judgments, fines, penalties, injunctions or settlements; and volatility in the market price of Cypress’ stock. Infineon Technologies AG`s securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The investment-to-sales ratio is targeted to decrease to 13 percent. > Company Forward-looking statements can be generally identified by the use of words such as “anticipate,” “believe,” “plan,” “project,” “estimate,” “forecast,” “expect,” “should,” “intend,” “may,” “could,” “will,” “would,” “outlook,” “future,” “trend,” “goal,” “target,” and similar expressions or expressions of the negative of these terms. In addition, the Management Board will host a telephone press conference with the media at 9:15 am (CEST). All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding Infineon Technologies AG’s financial position, business strategy, expected financial impact of the acquisition (including cost and revenue synergies), plans and objectives of management for future operations (including cost savings and productivity improvement plans) are forward-looking statements. Cautionary Note Regarding Forward Looking Statements of Cypress This communication contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, including statements with respect to the merger (the “Merger”) of Cypress Semiconductor Corporation on the terms and subject to the conditions set forth in the Agreement and Plan of Merger, dated as of June 3, 2019 (the “Merger Agreement”), the benefits of the proposed transaction and the anticipated timing of the proposed transaction. Infineon Technologies AG is a world leader in semiconductor solutions that make life easier, safer and greener. The proposed transaction will be submitted to Cypress stockholders for their consideration. These statements reflect only Cypress’ current expectations and are not guarantees of future performance or results. After receiving interest from several companies, we entered into a transaction that is a testament to our team’s strategy and hard work. Infineon Technologies AG completes acquisition of Cypress Semiconductor Corporation. The definitive proxy statement will be mailed to Cypress’ stockholders. It offered NOR flash memories, F-RAM and SRAM Traveo microcontrollers, the industry's only PSoC programmable system-on-chip solutions, analog and PMIC Power Management ICs, CapSense capacitive touch-sensing controllers, Wireless BLE Bluetooth Low-Energy and USB connectivity solutions. > Infineon to acquire Cypress, strengthening and accelerating its path of profitable growth, Usage of this website is subject to our Usage Terms. Cypress and certain of its executive officers, directors, other members of management and employees, may under the rules of the SEC, be deemed to be “participants” in the solicitation of proxies from Cypress’ stockholders in connection with the proposed transaction. On 3 June 2019, Infineon and Cypress announced that the companies had signed a definitive agreement under which Infineon would acquire Cypress for US$23.85 per share in cash, corresponding to an enterprise value of €9.0 billion. Cypress is committed to providing customers with the best support and development resources on the planet enabling them to disrupt markets by creating new product categories in record time. The complementary portfolios will enable the offering of further chip solutions with a revenue synergies potential of more than €1.5 billion per annum in the long term. Future expects the Infineon portfolio of power, automotive, security, wireless semiconductors and microcontrollers to be used by customers in Europe working in industrial, automotive, medical, the IoT, consumer and lighting markets With the addition of Cypress’s strong R&D and geographical presence in the U.S, Infineon not only strengthens its capabilities for its major customers in North America, but also in other important geographical regions. Risk Factors in Cypress’ Annual Report on Form 10-K for the fiscal year ended December 30, 2018 and Part II, Item 1A. In automotive semiconductors, the expanded portfolio of microcontrollers and NOR flash memories will offer great potential, especially in light of their growing importance for advanced driver assistance systems and new electronic architectures in vehicles. The distributor is also franchised to supply products from Infineon’s subsidiary, Cypress Semiconductor worldwide. Such forward-looking statements are based on numerous assumptions regarding the Infineon Technologies AG’s present and future business strategies and the market environment in which Infineon Technologies AG will operate in the future. This announcement does not constitute or form part of, and should not be construed as, an offer of, a solicitation of an offer to buy, or an invitation to subscribe for, underwrite or otherwise acquire, any securities of the Infineon Technologies AG, the Cypress Semiconductor Corp. or the securities of any existing or future member of the Cypress group (the “Cypress Group”) or the Infineon Technologies AG group (the “Infineon Technologies Group”). Contacts Media Relations Infineon Technologies AG +49 (89) 234-23888 Media.Relations@infineon.com   Sian Cummings, Head of Communications, Infineon Americas +1 (310) 252 7148 Sian.Cummings@infineon.com   Colin Born Vice President, Corporate Development and Investor Relations, Cypress +1 (408)545-7626 InvestorRelations@cypress.com     Ann Minooka Vice President, Corporate Marketing and Communications, Cypress +1 (408) 456-1962 Ann.Minooka@cypress.com  About Cypress. Therefore, caution should be taken not to place undue reliance on any such forward-looking statements. Infineon Technologies acquired Cypress in June 2019 and has added its memory, microcontrollers, sensor, Bluetooth and WiFi technologies to its own offerings. Cypress Semiconductor Corporation is an American semiconductor design and manufacturing company. Infineon Technologies AG (FSE: IFX / OTCQX: IFNNY) announced today the Closing of the acquisition of Cypress Semiconductor Corporation. Each of Infineon Technologies AG, the relevant Infineon Technologies Group entities, Financial Advisors and their respective affiliates, agents, directors, officers, employees and advisers, expressly disclaims any obligation or undertaking to update any forward-looking statements contained herein. Cypress assumes no obligation (and specifically disclaim any such obligation) to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. We look forward to welcoming our new colleagues from Cypress to Infineon. We will strengthen and accelerate our profitable growth and put our business on a broader basis. Jun 2, 2019 With this transaction, we will be able to offer our customers the most comprehensive portfolio for linking the real with the digital world. Information regarding the persons who may be considered “participants” in the solicitation of proxies will be set forth in Cypress’ preliminary and definitive proxy statements when filed with the SEC and other relevant documents to be filed with the SEC in connection with the proposed transaction, each of which can be obtained free of charge from the sources indicated above when they become available. The transaction is now expected to close within the next five business days. Additional Information Regarding Cypress and Where to Find It This communication may be deemed to be solicitation material of Cypress in respect of the proposed transaction. Infineon Technologies AG anuncia el cierre de la adquisición de Cypress Semiconductor Corporation, compañía con sede en San José que ha pasado a formar parte del fabricante de chips. Infineon has validated sales and cost synergies assumptions as part of due diligence. As part of our team, ... Cypress Semiconductor Corporation. Fabricaba memorias flash NOR , microcontroladores Traveo F-RAM y SRAM, las únicas soluciones PSoC system-on-chip programables, ICs para gestión de potencia (PMIC), CapSense controladores capacitivos sensibles al tacto, soluciones de Baja Energía Bluetooth (BLE) y de … The integration of Cypress is a major step for Infineon and a unique opportunity for our customers. 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