Cypress and Ramtron Reach Agreement on Merger

The Boards of Directors of both Cypress and Ramtron have approved the transaction. Ramtron’s Board of Directors unanimously recommends that Ramtron stockholders tender their shares in Cypress’s increased tender offer

The transaction will be structured as a cash tender offer for all of the outstanding shares of Ramtron common stock. Consistent with the requirements of the merger agreement between Cypress and Ramtron, Cypress will promptly amend its pending tender offer to increase the offer price to $3.10 and extend the expiration of the offer; this extension will be in compliance with the rules and regulations of the Securities and Exchange Commission (the “SEC”). Subject to customary closing conditions, the transaction is expected to close by the end of the calendar year.

“We are pleased to have reached an agreement with Ramtron,” said T.J. Rodgers, President and Chief Executive Officer of Cypress. “Ramtron and its employees have done an impressive job building a valuable technology base, providing the market with a full portfolio of innovative, low-power, nonvolatile memory solutions.”

“The combination of Ramtron’s FRAM technology with Cypress’s nvSRAM business, considerable R&D resources, historically strong manufacturing capabilities, global sales organization, and deep extension into distribution channels will create a significant new entity in the nonvolatile memory business. We look forward to working with Ramtron to complete the transaction quickly, enabling a seamless transition for customers and business partners once the transaction is complete,” Rodgers concluded.

“Through the strategic alternative review process, the Ramtron Board sought to determine a course of action that would enable Ramtron stockholders to fully realize the value inherent in the long-term growth prospects of the company. Ultimately, the Board concluded that a combination with Cypress accomplishes that objective, and believes the transaction represents a positive outcome for Ramtron stockholders, customers, partners and employees,” said Dr. William G. Howard, Ramtron Chairman.

Greenhill & Co., LLC is financial advisor to Cypress and dealer manager for the tender offer, and Wilson Sonsini Goodrich & Rosati, Professional Corporation, is legal counsel. Needham & Company, LLC is financial advisor to Ramtron and Shearman & Sterling LLP is legal counsel.

The basis for the Ramtron Board’s recommendation will be set forth in an amendment to Ramtron’s Schedule 14D-9, which Ramtron will file promptly with the SEC.