ISSI provides update on closing of acquisition by Uphill

Integrated Silicon Solution, Inc., a global fabless semiconductor company, today provided an update on the closing of its pending acquisition by Uphill Investment Co. for $23.00 per share in cash.

ISSI and Uphill continue to make progress with respect to the closing conditions in the merger agreement.  In particular, ISSI has completed the internal restructuring of its operations in Taiwan as contemplated by the merger agreement.  As a result of the restructuring, all of the assets and employees to be divested have been transferred to ISSI’s Chingis Technology subsidiary.  ISSI has entered into a Share Sale and Purchase Agreement with MediaTek Capital Corp. to sell Chingis for $27.1 million.  The Chingis sale is subject to regulatory approvals in Taiwan and is expected to close shortly before the closing of ISSI’s acquisition by Uphill.  The acquisition of ISSI by Uphill (after ISSI’s divestiture of its Chingis subsidiary) is also subject to regulatory approval in Taiwan and the application for such approval is expected to be submitted in the next few days.

Additionally, the Committee on Foreign Investment in the United States (CFIUS) has advised ISSI that it is undertaking an investigation of the proposed acquisition of ISSI by Uphill and that the investigation will be completed no later than August 31, 2015.  ISSI and Uphill have provided information to CFIUS and are cooperating fully with the process.

Upon the satisfaction of the foregoing conditions and the other conditions in the Merger Agreement, ISSI and Uphill still expect to complete the merger by the end of the current calendar quarter.

ISSI is a fabless semiconductor company that designs and markets high performance integrated circuit.

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