Cypress Announces Record and Distribution Dates for Spin-Off of SunPower Class B Common Stock
SAN JOSE, Calif.--(Business Wire)--
A committee of the Board of Directors of Cypress Semiconductor
Corp. (NYSE:CY) today approved the spin-off of its shares of Class B
common stock of SunPower Corp. to Cypress's stockholders.
The distribution of the SunPower outstanding Class B shares owned
by Cypress will be made to Cypress stockholders of record as of the
close of trading on the NYSE on September 17, 2008 (the "record
date"). The distribution of the Class B shares will be made after the
close of trading on September 29, 2008, provided that, at such time,
the SunPower Class B common stock is listed for trading on the Nasdaq
Global Select Market and SunPower has on file an effective
registration statement with the Securities and Exchange Commission
with respect to the spin-off. Cypress currently expects that these
conditions to the spin-off will be satisfied. SunPower is currently in
the process of listing the Class B common stock on the Nasdaq Global
Select Market.
SunPower has reserved the symbol "SPWRB" for the Class B common
stock. Each share of Class B common stock entitles the holder to eight
votes on all matters submitted to stockholders. Each share of Class A
common stock of SunPower, which is listed under the symbol "SPWR" on
the Nasdaq Global Select Market, entitles the holder to one vote on
all matters submitted to stockholders. SunPower has reserved the
symbol "SPWRA" for the Class A common stock following the
distribution. The approximate outstanding shares of SPWRA and SPWRB
will be 44 million and 42 million, respectively.
Cypress expects to distribute approximately 0.27 of a share of
SunPower Class B common stock for every share of Cypress common stock
outstanding as of the record date, based on the number of Cypress
shares outstanding on that date. Cypress stockholders will receive
cash in lieu of fractional shares for amounts of less than one
SunPower share. The exact distribution ratio will be determined on the
record date and will vary with employee options that may be exercised
before the record date.
"We are extremely pleased to distribute approximately $3.6 billion
in value to our shareholders," said Cypress President and CEO T.J.
Rodgers. "Over the last six years, the Cypress-SunPower partnership
has led to the development and expansion of one of the world's most
successful alternative energy companies with industry-leading products
and an unprecedented market opportunity.
"This distribution offers significant advantages to both SunPower
and Cypress. It provides the Cypress management team with an
unprecedented opportunity to unlock the value of a semiconductor
operation that in recent years -- led by our flagship PSoC(R)
programmable system-on-chip -- has become one of the industry's
leading suppliers of high-margin proprietary and programmable
solutions."
Further Information
Cypress has been advised that a "when issued" public market for
Cypress common stock will begin some time before the record date on
the New York Stock Exchange (NYSE) and continue through the
distribution date under the symbol "CYwi." "When issued" refers to
buying Cypress shares without the entitlement to the SunPower
dividend.
Any holder of Cypress common stock who sells shares of Cypress
(which currently trades on the NYSE under the symbol "CY") in the
"regular way" market on or before the distribution date may be selling
the entitlement to receive shares of SunPower Class B common stock in
the spin-off. Holders of Cypress common stock are encouraged to
consult with their financial advisors regarding the specific
implications of selling Cypress common stock on or before the
distribution date.
Cypress has received a private letter ruling from the Internal
Revenue Service (based on representations made by Cypress) that the
spin-off will be tax-free to Cypress and its stockholders for U.S.
federal income tax purposes, except in respect to cash received in
lieu of fractional share interests.
No action is required by Cypress stockholders to receive their
SunPower Class B common stock, and Cypress stockholders will not be
required to surrender any Cypress shares or pay anything, other than
any taxes due on cash received in lieu of fractional share interests.
Registered holders of Cypress common stock who are entitled to
receive the distribution will receive an account statement reflecting
their ownership of SunPower Class B common stock from our Transfer
Agent, Computershare. For additional information, registered
stockholders in the U.S. or Canada should contact Cypress's transfer
agent, Computershare Trust Company at www.computershare.com/contactus,
or by phone at (781) 575-2879.
Holders of Cypress common stock who hold their shares through a
broker, bank or other nominee will have their brokerage account
credited with the SunPower Class B common stock. For additional
information, those holders should contact their broker or bank
directly.
About Cypress
Cypress delivers high-performance, mixed-signal, programmable
solutions that provide customers with rapid time-to-market and
exceptional system value. Cypress offerings include the PSoC(R)
Programmable System-on-Chip(TM), USB controllers, general-purpose
programmable clocks and memories. Cypress also offers wired and
wireless connectivity solutions ranging from its WirelessUSB(TM) radio
system-on-chip, to West Bridge(TM) and EZ-USB(R) FX2LP controllers
that enhance connectivity and performance in multimedia handsets.
Cypress serves numerous markets including consumer, computation, data
communications, automotive, industrial, and solar power. Cypress
trades on the NYSE under the ticker symbol CY. Visit Cypress online at
www.cypress.com
About SunPower
SunPower Corporation (Nasdaq: SPWR) designs, manufactures and
delivers high-performance solar-electric systems worldwide for
residential, commercial and utility-scale power plant customers.
SunPower high-efficiency solar cells and solar panels generate up to
50 percent more power than conventional solar technologies and have a
uniquely attractive, all-black appearance. With headquarters in San
Jose, Calif., SunPower has offices in North America, Europe and Asia.
For more information, visit http://www.sunpowercorp.com. SunPower is a
majority-owned subsidiary of Cypress Semiconductor Corp. (NYSE: CY).
Forward-Looking and Cautionary Statements
This press release contains forward-looking statements, as defined
under the Federal securities laws. These forward-looking statements
include statements regarding Cypress's expectations regarding the
timing of the spin-off and the satisfaction of the conditions to the
spin-off. These forward-looking statements are not guarantees and are
subject to risks, uncertainties and assumptions that could cause a
delay in the spin-off, or cause the spin-off not to occur at all.
Factors that could cause actual results to differ materially include
risks and uncertainties, including but not limited to risks associated
with unexpected delays or issues in listing the SunPower Class B
common stock on the Nasdaq Global Select Market or registering the
spin-off with the Securities and Exchange Commission. Readers are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as to Cypress's expectations as of the
date hereof. Cypress undertakes no obligation to update these
forward-looking statements as a result of events or circumstances
after the date hereof or to reflect the occurrence of unanticipated
events.
The issuer may file a registration statement (including a
prospectus) with the SEC for the offering to which this communication
relates. Before you invest, you should read the prospectus in that
registration statement and other documents the issuer has filed with
the SEC for more complete information about the issuer and this
offering. You may get these documents by visiting EDGAR on the SEC Web
site at www.sec.gov. Alternatively, the company will arrange to send
you the prospectus after filing if you request it by calling 1-(408)
240-5500, attention Investor Relations.
Cypress Semiconductor Corp.
Brad W. Buss, 408-943-2754
EVP Finance & Administration and CFO
or
Joseph L. McCarthy, 408-943-2902
VP Corporate Communications
Copyright Business Wire 2008
