Investors who purchased shares of Ramtron International (NASDAQ:RMTR)
The plaintiff alleges that the defendants breached their fiduciary duties owed to NASDAQ:RMTR investors arising out of the attempt to sell the company too cheaply via an unfair process to Cypress Semiconductor.
On September 19, 2012, Cypress Semiconductor Corporation and Ramtron International Corporation announced that they have entered into a merger agreement under which Cypress Semiconductor Corporation will acquire all outstanding stock of Ramtron International at a price of $3.10 per share in cash.
However, the plaintiff alleges that the $3.10offer is grossly inadequate. In fact, shares of Ramtron International (NASDAQ:RMTR)
Furthermore so the plaintiff, Cypress was rejected in 2011 when it approached Ramtron and offered to buy the company for $3.01 a share and the final accepted price is $.09 more per share than the original offering made in 2011, thus the true premium represents only a 8% premium.
In addition, the plaintiff says that the company’s board allegedly capitulated to the proposal after several attempts by Cypress Semiconductor. Indeed, Cypress Semiconductor proposed on June 12, 2012 to acquire Ramtron at $2.48, on June 21, 2012 at $2.68, and on August 28, 2012, at $2.88 per share. The plaintiff says that Ramtron's board of directors repeatedly advised shareholders to refrain from selling their stocks to Cypress and then unexpectedly announced a joint press release the merger.
The plaintiff says that after months of defendants stonewalling and refusing to negotiate with Cypress Semiconductor, defendants entered into the proposed buyout to sell the company. The board's utter refusal to initially negotiate with Cypress Semiconductor and subsequently its refusal to shop the company in an adequate sales process have resulted in grossly inadequate consideration now being offered to plaintiff and all other similarly situated shareholders for the company's common stock, so the lawsuit.
The plaintiff claims that had Ramtron International made it known that it would consider offers during this process, Ramtron International might have received a more lucrative offer.
Those who are current investors in Ramtron International (NASDAQ:RMTR)