CY » Topics » ITEM 2.01 - COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

This excerpt taken from the CY 8-K filed Sep 5, 2007.

ITEM 2.01 – COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On August 29, 2007, Cypress Semiconductor Corporation (the “Company”) completed the sale of certain assets associated with its network search engine (“NSE”) business unit targeting the high-volume desktop switching market to NetLogic Microsystems, Inc. (“NetLogic”). NetLogic is a publicly-traded fabless semiconductor company that designs, develops and markets high performance knowledge-based processors for a variety of advanced Internet, corporate and other networking systems. The assets sold to NetLogic in this transaction included the TCAM2 product line. Upon closing of the transaction, NetLogic paid the Company $14.6 million in cash consideration, which was determined based on arms length negotiation. The Company’s NSE business unit is a component of the Data Communications Division.

In connection with the transaction, the Company will provide certain transitional services to NetLogic for a limited time following the completion of the sale.

Prior Relationship with NetLogic:

During the first quarter of fiscal 2006, the Company completed the sale of a portion of the NSE business unit to NetLogic in exchange for approximately 1.7 million shares of NetLogic’s common stock valued at $58.5 million at the closing of the transaction. The assets sold to NetLogic in this previous transaction included the Ayama 10000, Ayama 20000, NSE 70000 and Sahasra 50000 product lines. In connection with the transaction, the Company provided certain transitional services to NetLogic for a limited time following the completion of the sale.

Other than this previous transaction, the Company did not have any material relationship with NetLogic prior to August 2007.

This excerpt taken from the CY 8-K filed Feb 21, 2006.

ITEM 2.01 – COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

 

On February 15, 2006, Cypress Semiconductor Corporation (the “Company”) completed the sale of the assets and intellectual property associated with certain products in the Company’s network search engine product line to NetLogic Microsystems, Inc. (“NetLogic”), in accordance with the definitive agreement dated January 25, 2006, as amended on February 15, 2006.

 

NetLogic acquired the Ayama™ 10000, Ayama 20000, and NSE70000 Network Search Engine families as well as the Sahasra™ 50000 Algorithmic Search Engine family (the “Disposed Products”). The Company retained and continues to support the custom TCAM1 and TCAM2 products in its network search engine product family.

 

At the closing of the transaction, NetLogic issued to the Company approximately 1.5 million shares of NetLogic’s common stock, which were valued at approximately $52.7 million based on the closing price on February 15, 2006. In addition, within 60 days after the close, NetLogic will issue to the Company an additional 0.2 million shares of its common stock upon the Company’s furnishing to NetLogic certain financial statements regarding the Disposed Products. If certain revenue milestones associated with the Disposed Products are achieved in a twelve-month period after the close of the transaction, NetLogic will pay the Company up to an additional $10.0 million in cash and up to an additional $10.0 million in NetLogic’s common stock.

 

This excerpt taken from the CY 8-K filed Dec 8, 2005.

Item 2.01 Completion of Acquisition or Disposition of Assets

 

On December 5, 2005, Cypress Semiconductor Corporation, a Delaware corporation (“Cypress”) acquired Cypress Microsystems, Inc., a Delaware corporation and majority-owned subsidiary of Cypress that develops and markets the expanding Programmable System-on-Chip (PSoC) product family, which are high performance, field-programmable mixed signal integration products for high-volume embedded control functions in consumer, industrial, office automation, telecom and automotive applications (“CMS”), pursuant to the merger of CMS Acquisition Corporation, a wholly-owned subsidiary of Cypress (“Merger Sub”) with and into CMS. As a result of the merger, CMS is a wholly owned subsidiary of Cypress.

 

The foregoing description of the Agreement and Plan of Merger does not purport to be complete and is qualified in its entirety by the terms and conditions of the Agreement and Plan of Merger, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.

 

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