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Published on 8/26/2008 in the Prospect News Convertibles Daily.

Cypress amends tender offer to buy up to $531.25 million 1% convertibles

By Susanna Moon

Chicago, Aug. 26 - Cypress Semiconductor Corp. said it will now purchase up to $531.25 million principal amount, or 88.5%, of its outstanding 1% convertible senior notes due Sept. 15, 2009 under its previously announced tender offer.

The company began the cash tender offer on Aug. 14 for up to all $599.99 million of the convertibles.

Cypress said it also is increasing the maximum purchase price to $1,600 from $1,400 for each $1,000 principal amount of notes.

The company also updated the amount of the premium to be paid as part of the purchase price formula if the 10-day volume-weighted average price exceeds $32.00 and removed the maximum purchase price, which was previously set at $800 million.

As amended, the purchase price per $1,000 principal amount of notes is the lesser of $1,600 and the sum of 41.841 - the conversion rate - and the arithmetic average of the daily VWAP of Cypress' common stock for the 10 trading days from Aug. 27 through Sept. 10 plus accrued interest.

In any event, if the 10-day VWAP is greater than $37.50, the purchase price will be $1,600. If the 10-day VWAP is less than $17.00, the purchase price will be $1,000.

Pricing will be set after 5 p.m. ET on Sept. 10.

The offer will expire at 5 p.m. ET on Sept. 12.

On July 17, the company said its board authorized management to proceed with a spinoff to its shareholders of the class B shares of SunPower Corp. held by Cypress.

Georgeson Inc. (866 257-5448) is the information agent.

Credit Suisse Securities (USA) LLC (888 537-0428) is the dealer manager.

The San Jose, Calif.-based semiconductor manufacturer previously announced that on April 16, it received a favorable ruling from the Internal Revenue Service related to tax issues in connection with a potential spinoff.


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