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®
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®
Programmable System-on-Chip™, USB
controllers, general-purpose programmable clocks and memories. Cypress
also offers wired and wireless connectivity solutions ranging from its
WirelessUSB™ radio system-on-chip, to West
Bridge™ and EZ-USB®
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.