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Cypress Semiconductor Corporation Announces Effective Date of Make-Whole Fundamental Change Relating to its 2.00% Exchangeable Senior Notes Due 2020, its 4.50% Convertible Senior Notes Due 2022, and its 2.00% Convertible Senior Notes Due 2023 | 赛普拉斯半导体

Cypress Semiconductor Corporation Announces Effective Date of Make-Whole Fundamental Change Relating to its 2.00% Exchangeable Senior Notes Due 2020, its 4.50% Convertible Senior Notes Due 2022, and its 2.00% Convertible Senior Notes Due 2023

最近更新: 2020 年 4 月 16 日

SAN JOSE, Calif., 2020 年 4 月 16 日 ─ Cypress Semiconductor Corporation (the “Company” or “Cypress”) announced today that, in connection with the closing of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of 2019 年 6 月 3 日, by and among Infineon Technologies AG, a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany (“Infineon”), IFX Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Infineon (“Merger Sub”), and the Company, pursuant to which Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and as a wholly owned subsidiary of Infineon (the “Merger”), the Company delivered the following notices (the “Notices”):

A combined notice of Make-Whole Fundamental Change, Fundamental Change, and Supplemental Indenture to holders of its 2.00% Exchangeable Senior Notes due 2020, pursuant to the indenture, dated as of 2013 年 8 月 26 日, by and among Spansion LLC, Spansion Inc., Spansion Technology LLC, and Wells Fargo Bank, National Association, as trustee as amended;

A combined notice of Make-Whole Fundamental Change, Fundamental Change, and Supplemental Indenture to holders of its 4.50% Convertible Senior Notes due 2022, pursuant to the indenture, dated as of 2016 年 6 月 23 日, by and between the Company and U.S. Bank National Association, as trustee, as amended; and

A combined notice of Make-Whole Fundamental Change, Fundamental Change, and Supplemental Indenture to holders of its 2.00% Convertible Senior Notes due 2023, pursuant to the indenture, dated as of 2017 年 11 月 6 日, by and between the Company and U.S. Bank National Association, as trustee, as amended.

The Notices notified holders that the Effective Date (as defined in the respective indentures) of a Make-Whole Fundamental Change (as defined in the respective indentures) occurred on 2020 年 4 月 16 日.

In connection with the Make-Whole Fundamental Change, holders are now entitled to an increase in the Conversion or Exchange Rate, as applicable, as defined in the applicable indenture, based on a Stock Price of $23.85 on the Effective Date, which is equal to the amount paid per share to the holders of common stock in the Merger.

Details of the various conversion, exchange and repurchase rights, as applicable, including the relevant rates of conversion or exchange for each series of notes referenced above, have been provided in their respective Notices. Holders of notes should read carefully the Notices regarding their conversion or exchange rights in connection with the Make-Whole Fundamental Change and the rights of holders to require the Company to repurchase their notes in connection with the Fundamental Change, as they contain important information as to the procedures and timing for the exercise of such rights.

The Trustee under the 4.50% Convertible Senior Notes Indenture and the 2.00% Convertible Senior Notes Indenture is U.S. Bank, National Association. For questions or assistance related to converting the 4.50% Convertible Senior Notes or the 2.00% Convertible Senior Notes or tendering them for repurchase, please contact U.S. Bank National Association’s general helpline at 800-934-6802. The Trustee under the 2.00% Exchangeable Senior Notes Indenture is Wells Fargo Bank, National Association. For questions or assistance relating to exchanging the 2.00% Exchangeable Senior Notes or tendering them for repurchase, please contact Wells Fargo Bank, National Association at 1-800-344-5128.

关于赛普拉斯

Cypress (a wholly-owned subsidiary of Infineon Technologies AG), is a leader in advanced embedded solutions for the world’s most innovative automotive, industrial, smart home appliances, consumer electronics and medical products. Cypress’ 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. 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. To learn more, go to www.cypress.com.

 

Cypress and the Cypress logo are registered trademarks of Cypress Semiconductor Corporation. All other trademarks are property of their owners.

 

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