Infineon shares slid 6.5% Monday as investors reacted to the deal. 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”). 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”). 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. > 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. We will strengthen and accelerate our profitable growth and put our business on a broader basis. Infineon Technologies AG completes acquisition of Cypress Semiconductor Corporation. Cypress' stock, which previously traded in the mid-teens, surged toward Infineon's offer of $23.85 per share. In June 2019, Infineon Technologies announced it would acquire Cypress for $9.4 billion. For Cypress shareholders, the combination of continued dividends through closing plus the US$23.85 cash price represents significant value creation. Cypress expects to continue its quarterly cash dividend payments until the transaction closes. 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. 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. The capital intensity will decrease, resulting in an increasing free cash flow margin. This includes Cypress’s previously announced quarterly cash dividend of US$0.11 per share, payable on July 18, 2019 to holders of record of Cypress’s common stock at the close of business on June 27, 2019. This transaction also makes our business model even more resilient. Cypress is now Infineon – together we are more than 47,400* people from over 100 countries at over 80 sites worldwide with one common mission: make life easier, safer and greener for generations to come. 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. > Infineon to acquire Cypress, strengthening and accelerating its path of profitable growth, Usage of this website is subject to our Usage Terms. The offer price represents a 46 percent premium to Cypress’s unaffected 30-day volume-weighted average price during the period from 15 April to 28 May 2019, the last trading day prior to media reports regarding a potential sale of Cypress. Cypress Semiconductor shares jumped 27% in pre-market trade. This announcement is not only a testament to the strength of our team in delivering industry-leading solutions worldwide, but also to what can be realized from uniting our two great companies. The factors that could cause actual results to differ materially include the following: the risk that Infineon Technologies AG may be unable to achieve the expected synergies, benefits or financial impact from the acquisition within the expected time-frames (or at all); the risk that Infineon Technologies AG will not be able to successfully integrate Cypress’s operations into those of Infineon Technologies AG, such integration may be more difficult, time-consuming or costly than expected; revenues following the transaction may be lower than expected; operating costs, customer loss and business disruption (including difficulties in maintaining relationships with employees, customers or suppliers) may be greater or more significant than expected following the transaction; the impact of higher levels of debt incurred by Infineon Technologies AG in connection with the transaction and the potential impact on the rating of indebtedness of Infineon Technologies AG and the risk that deleveraging may take longer than expected; the risk that the acquisition is subject to conditions and that there is no assurance that Infineon Technologies AG will be able to complete the acquisition on a timely basis or all; currency risk in respect of the consideration payable by Infineon Technologies AG in connection with the acquisition; These forward-looking statements speak only as of the date of this presentation. The combination of Infineon’s security expertise and Cypress’s connectivity know-how will accelerate entry into new IoT applications in the industrial and consumer segments. La firma alemana de semiconductores Infineon ha pactado la compra de la estadounidenses Cypress Semiconductor en una operación de 9.000 millones de … The distributor is also franchised to supply products from Infineon’s subsidiary, Cypress Semiconductor worldwide. > About Infineon For additional discussion of potential risks and uncertainties that could impact Cypress’ results of operations or financial position, refer to Part I, Item 1A. 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. Bank of America Merrill Lynch also acted as financial advisor. Therefore, caution should be taken not to place undue reliance on any such forward-looking statements. Any failure to comply with these restrictions may constitute a violation of the laws of other jurisdictions. Then, the company targets through-cycle revenue growth of 9+ percent and a segment result margin of 19 percent. Forward-looking information involves risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied in, or reasonably inferred from, such statements. In the 2018 fiscal year (ending 30 September), the Company reported sales of €7.6 billion with about 40,100 employees worldwide. 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. By their nature, such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of Infineon Technologies AG to be materially different from results, performance or achievements expressed or implied by such forward-looking statements. Infineon CFO Sven … With this transaction, we will be able to offer our customers the most comprehensive portfolio for linking the real with the digital world. 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. 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. German chip maker Infineon Technologies AG agreed to national security concessions to resolve U.S. concerns about its takeover of Cypress Semiconductor Corp., according to … 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. At the same time, Infineon aims to achieve significant economies of scale, making Infineon's business model even more resilient. Infineon Technologies AG completes acquisition of Cypress Semiconductor ... Cypress Semiconductor Corp. 198 Champion Court San Jose, CA 95134 USA Tel: +1-408-943-2600. Microelectronics from Infineon is the key to a better future. 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. 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. 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