Investigation Overview
Sept. 24, 2012 (Update) -- On September 19, 2012, Cypress Semiconductor Corporation and Ramtron International Corporation announced that they have entered into a merger agreement under which Cypress Semiconductor Corporation will acquire all outstanding stock of Ramtron International at a price of $3.10 per share in cash. T
June 15, 2012, 2012 (Shareholders Foundation) -- An investigation on behalf of investors in NASDAQ:RMTR shares was announced concerning whether the offer by Cypress Semiconductor to acquire Ramtron International at $2.48 per share and the takeover process are unfair to investors in Ramtron shares.
The investigation by a law firm concerns whether certain officers and directors of Ramtron International breached their fiduciary duties owed to NASDAQ:RMTR investors in connection with the proposed acquisition.
On June 12, 2012, Cypress Semiconductor Corporation (NASDAQ:CY) announced that it has submitted a proposal to Ramtron International Corporation (NASDAQ:RMTR) to acquire all of its outstanding stock for $2.48 per share in cash.
Cypress Semiconductor Corporation said the offer represents a 37% premium to Ramtron's closing stock price on June 11, 2012.
Shares of Ramtron International (NASDAQ:RMTR) jumped from $1.88 on June 11, 2012 to $2.46 per share on June 12, 2012.
However, shares of Ramtron International (NASDAQ:RMTR) traded in April 2012 as high as $2.43 per share and in July 2011 as high as $3.11 per share. Additionally, at least one analyst has set the high target price for NASDAQ:RMTR shares at $4.00 per share.
Therefore the investigation for NASDAQ:RMTR investors concerns whether the proposed transaction is unfair to Ramtron International stockholders. Specifically, the investigation focuses on whether the Ramtron Board of Directors will undertake an adequate sales process, adequately shop the company before entering into the transaction, maximize shareholder value by negotiating the best price, and act in the shareholders' best interests in connection with the proposed sale.