Integrated Silicon Solution, Inc.NASDAQ
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  • Nov. 24, 2015, 5:29 PM
    • Taiwanese regulators have approved the restructuring of Integrated Silicon's (NASDAQ:ISSI) local ops, clearing the way for the company to be sold to Chinese investor group Uphill for $23/share.
    • Chinese regulators have also (as expected) approved the deal, which is now expected to close "on or prior to" Dec. 10.
    • ISSI closed today at $22.76. Two months ago, the company sold its Taiwanese Chingis subsidiary to MediaTek for $27.1M to pave the way for regulatory approval.
    | Nov. 24, 2015, 5:29 PM | 2 Comments
  • Sep. 11, 2015, 1:24 PM
    • Integrated Silicon (ISSI +0.8%) has sold its Taiwanese Chingis subsidiary to local chip giant MediaTek for $27.1M. The sale has allowed Taiwanese regulators to sign off on ISSI's pending $23/share sale to Chinese investor group Uphill.
    • ISSI expects the Uphill deal to close in early Q4. Shares still trade ~$1 below the buyout price.
    | Sep. 11, 2015, 1:24 PM
  • Jul. 1, 2015, 9:33 AM
    • Following a protracted bidding war, Integrated Silicon (ISSI +0.3%) shareholders have approved a $23/share sale of the company to Chinese investor group Uphill - $3.75/share above the original Uphill deal price - thereby spurning a $22.60/share final offer from Cypress Semi (NASDAQ:CY).
    • The ISSI/Uphill deal is expected to close in Q3 "upon the satisfaction of the remaining closing conditions including completion of the restructuring of ISSI's operations in Taiwan and obtaining approval of the transaction by the Committee on Foreign Investment in the United States (CFIUS)." ISSI currently trades at $22.21.
    • Meanwhile, Cypress is rallying after Barclays launched coverage with an Overweight rating and $15 target. In addition, Credit Suisse has reiterated an Outperform and $15 target. Shares closed on Tuesday 28% below a March high of $16.25, hit amid Spansion merger enthusiasm.
    • Prior Cypress/ISSI coverage
    | Jul. 1, 2015, 9:33 AM
  • Jun. 26, 2015, 9:28 AM
    • A day after Cypress (NASDAQ:CY) made a $22.60/share bid for Integrated Silicon (NASDAQ:ISSI) declared to be its "best and final offer," ISSI says it has "determined that the revised proposal from Cypress does not constitute, and would not be reasonably expected to lead to a Superior Proposal" relative to a $23.00/share offer from Chinese investor group Uphill.
    • ISSI +1.1% premarket to $22.25. The company will host a special meeting at 5PM ET on Monday to vote on the Uphill deal.
    • Separately, Cypress has announced a TrueTouch touch controller IC design win for Huawei's MediaPad X2 7" Android tablet. The company states the X2 is "the industry's thinnest tablet with a 7-inch display at just 7.18 mm thick, enabled in part by the TrueTouch solution's capability to support ultra-thin stackup layers in the touchscreen."
    | Jun. 26, 2015, 9:28 AM
  • Jun. 25, 2015, 12:45 PM
    • 3 days after hiking its offer for Integrated Silicon (NASDAQ:ISSI) to $22.25/share, Cypress Semi (CY -0.2%) has made a $22.60/share bid, while calling it the company's "best and final offer." That puts it below a revised $23/share offer recently issued by Chinese group Uphill.
    • ISSI has fallen to $22.25. The Uphill bid has an out clause for the lender providing financing for the deal, and (due to Taiwanese restrictions on Chinese asset ownership) is expected to require divestitures for ISSI's sizable Taiwanese ops.
    • ISSI plans to hold a June 29 special meeting to vote on Uphill's offer.
    • Prior Cypress/ISSI coverage
    | Jun. 25, 2015, 12:45 PM | 2 Comments
  • Jun. 22, 2015, 11:11 AM
    • Like clockwork, Cypress Semi (CY +0.2%) has topped the revised $22.00/share offer for Integrated Silicon (ISSI +1.6%) made by Chinese investor group Uphill on Friday.
    • Cypress reiterates it has lined up financing, will pay both a $19.2M breakup fee and a $0.10/share "ticking fee" meant to address "any unforeseen delay in closing," and doesn't face the Taiwanese asset sale requirements expected to be attached to an Uphill purchase.
    • With no sign that the bidding war is over, ISSI is now trading at $22.46.
    • Prior Cypress/ISSI coverage
    | Jun. 22, 2015, 11:11 AM | 1 Comment
  • Jun. 19, 2015, 8:30 AM
    • The bidding war continues: Shortly after Cypress Semi (NASDAQ:CY) hiked its buyout offer for Integrated Silicon (NASDAQ:ISSI) to $21.25/share (while finally agreeing to pay a $19.2M termination fee), Chinese investor group Uphill has hiked its offer by $1 to $22/share, $2.75 above its original offer price.
    • ISSI has postponed a shareholder meeting to vote on the Uphill deal to June 25. The meeting was once set for June 3 ... and then for June 19.
    • ISSI +3.1% premarket to $22.12. After backing out net cash, the memory and analog/mixed-signal chipmaker's market cap is up to ~$570M.
    | Jun. 19, 2015, 8:30 AM | 1 Comment
  • Jun. 12, 2015, 4:47 PM
    • Integrated Silicon (NASDAQ:ISSI) plans to hold a June 19 shareholder meeting to vote on a revised $21/share buyout offer from Chinese investor group Uphill. The offer trumps the $20.25/share deal ISSI briefly agreed to with Cypress Semi (NASDAQ:CY), and is $1.75/share better than ISSI's original deal with Uphill.
    • Investors continue to bet the bidding war hasn't ended: ISSI closed today at $21.41. Cypress fell 1.5% to $12.84 on a down day for stocks.
    • Prior Cypress/ISSI coverage
    | Jun. 12, 2015, 4:47 PM | 2 Comments
  • Jun. 10, 2015, 9:17 AM
    • Integrated Silicon (NASDAQ:ISSI) has accepted to Cypress Semi's (NASDAQ:CY) $20.25/share buyout offer (issued less than 2 weeks ago), and is set to terminate a $20.00/share agreement to be acquired by Chinese investor group Uphill.
    • Uphill, which previously bid $20.00/share has until Sunday to provide an offer that ISSI deems superior to Cypress' bid. ISSI won't hold a shareholder meeting to vote on an acquisition bid until at least June 19; a $19.2M termination fee exists for the Uphill deal.
    • As part of its offer, Cypress is willing to divest ISSI's SRAM business to appease antitrust regulators. However, Cypress downplays antitrust concerns, arguing (among other things) the companies' SRAM overlap covers only 2% of their combined sales. The Uphill offer has its own share of regulatory questions, largely revolving around the fate of ISSI's Taiwanese ops.
    • Cypress has jumped to $13.30 premarket. ISSI -0.2% to $20.40.
    • Prior Cypress/ISSI coverage
    | Jun. 10, 2015, 9:17 AM
  • May 30, 2015, 3:46 PM
    • Shortly after Integrated Silicon (NASDAQ:ISSI) agreed to a revised $20.00/share deal with the Chinese group (known as Uphill Investment) that it had previously struck a $19.25/share deal with, Cypress Semi (NASDAQ:CY) has upped its offer by $0.50 to $20.25/share.
    • Echoing sell-side arguments, Cypress argues its offer has "significantly less closing risk" due to lower scrutiny from U.S./Taiwanese regulators. Looking to calm antitrust fears about the Cypress/ISSI's SRAM market share, Cypress is also offering to license ISSI's SRAM IP for up to 3 years on a royalty-free basis. However, it refuses to pay ISSI's $19.2M termination fee for the Uphill deal.
    • Investors are betting the bidding war isn't yet over: ISSI closed yesterday at $20.52.
    • Prior Cypress/ISSI coverage
    | May 30, 2015, 3:46 PM | 4 Comments
  • May 28, 2015, 2:39 PM
    • 13 days after authorizing buyout talks with Cypress Semi (CY +0.2%) in response to Cypress' $19.75/share offer, Integrated Silicon (ISSI) says it "has met several times with Cypress management and ... has provided Cypress with access to an electronic data-room containing requested documents."
    • No decision has been reached regarding accepting a Cypress offer. However, ISSI is delaying a shareholder meeting (previously set for June 3) for voting on the $19.25/share deal it struck with a Chinese consortium.
    • ISSI is trading ~$0.90 above the consortium's offer price, and ~$0.40 above Cypress' initial offer price.
    | May 28, 2015, 2:39 PM
  • May 15, 2015, 9:26 AM
    • Integrated Silicon (NASDAQ:ISSI) has recognized receipt of Cypress Semi's (NASDAQ:CY) $19.75/share buyout offer, and has determined "that the Cypress offer either constitutes or is reasonably expected to lead to a Superior Proposal," as defined in its existing deal to be sold to a Chinese group for $19.25/share.
    • Thus, ISSI thinks not entering into talks with Cypress would run contrary to "its fiduciary duties to the company stockholders." The company "currently expects to participate or engage in discussions or negotiations with Cypress regarding the offer and/or furnish information to Cypress in compliance with the applicable terms of the Merger Agreement."
    • The Chinese deal, which sparked a flurry of class-action suits, features a $19.2M termination fee in the event ISSI enters a deal deemed a superior proposal (among other things). (March 8-K filing)
    • The companies are adding to yesterday's gains: CY +0.7% premarket to $13.23, ISSI +1.7% to $20.48. Pac Crest argued yesterday an ISSI deal could be highly accretive to Cypress' EPS, and that the Chinese deal faces roadblocks from Taiwanese regulators. At the same time, Credit Suisse noted the Chinese group could up its bid, and that Cypress/ISSI's ~60% SRAM share could draw antitrust attention.
    | May 15, 2015, 9:26 AM
  • May 14, 2015, 2:38 PM
    • A Cypress (NASDAQ:CY) acquisition of Integrated Silicon (ISSI +7.2%) could lift 2016 EPS by $0.22, thinks Pac Crest's John Vinh (Overweight rating). The 2016 EPS consensus is currently at $0.99.
    • Vinh estimates Cypress could cut ISSI's operating expenses by 50% and boost its gross margin by 600 bps. Major product/end-market synergies are also seen. "75% of Integrated Silicon's revenue is in auto/industrial, which compares to 55% for Cypress. In terms of products, Integrated Silicon has 65% DRAM (dynamic random-access memory), 25% SRAM (static random-access memory) and 10% analog."
    • In addition, Vinh argues ISSI's existing deal to be acquired by a Chinese group faces "significant regulatory barriers," given over half of ISSI's employees are Taiwanese and Taiwan doesn't allow Chinese ownership. Though ISSI has suggested it could divest its Taiwanese ops, Vinh observes such a move "could be significantly disruptive" to its operations.
    • After slipping in AH trading in the wake of its $19.75/share offer to buy ISSI, Cypress is now sharply higher. ISSI, meanwhile, is trading above $20, as markets bet on a bidding war occurring.
    | May 14, 2015, 2:38 PM
  • May 14, 2015, 9:16 AM
    | May 14, 2015, 9:16 AM | 2 Comments
  • May 14, 2015, 12:38 AM
    • After coming off a halt, Integrated Silicon (NASDAQ:ISSI) rose to $19.92 in AH trading in response to Cypress Semi's $19.75/share buyout offer ($0.50/share higher than the buyout price ISSI agreed to with a Chinese consortium). Markets are betting on a higher bid arriving.
    • For those keeping score, ISSI is at its highest levels since the bubble, when shares briefly topped $40.
    | May 14, 2015, 12:38 AM | 1 Comment
  • May 13, 2015, 5:29 PM
    • In an open letter, Cypress Semi (NASDAQ:CY) has offered $19.75/share in cash ($711M, or $575M net of cash on hand) to acquire fellow chipmaker Integrated Silicon (NASDAQ:ISSI). ISSI is 2 months removed from agreeing to a $19.25/share acquisition by a Chinese consortium.
    • Cypress, of course, is only 2 months removed from closing its $5B all-stock merger with Spansion. With post-merger integration apparently proceeding well - Cypress recently upped its target for post-merger cost synergies by $25M/year to $160M/year - the company might feel it can also reap major cost synergies from an ISSI deal.
    • ISSI's product line includes DRAM, SRAM, and NOR flash, as well as audio amplifiers, LED drivers, and a variety of other analog/mixed-signal chips - the post-merger Cypress already has plenty of memory and mixed-signal exposure. Cypress' offer price is equal to less than 2x trailing sales after backing out net cash.
    • ISSI, which closed at $18.74 today, is halted. Cypress is down 1% AH to $12.53. Given the modest premium to the Chinese consortium's acquisition price, Cypress' offer might just be an opening bid.
    | May 13, 2015, 5:29 PM | 1 Comment