Cypress Acquisition of Simtek Corp.

SAN JOSE, CA AND COLORADO SPRINGS, CO - Programmable solutions leader Cypress Semiconductor Corp. (NYSE:CY - News) and Simtek Corp. (Nasdaq:SMTK - News), the world’s leading supplier of nonvolatile static random access memory (nvSRAM) integrated circuits, today announced that they have reached an agreement whereby Cypress will acquire Simtek in an all cash transaction for $2.60 per share of Simtek common stock, or an aggregate value of approximately $46 million (including the value of Simtek shares held by Cypress).

The transaction will be structured as a cash tender offer for all of the outstanding shares of Simtek common stock and is subject to customary closing conditions, including regulatory approvals. The transaction is expected to close in or prior to the fourth calendar quarter of 2008.

Simtek’s nvSRAMs provide the high-speed memory access of standard SRAMs (15-ns access time), but retain data when power is turned off—a feature critical to applications where secure data storage is essential to system functionality. This combination of features makes the devices ideal for applications requiring critical data retention under almost any operating conditions, such as RAID (Redundant Array of Independent Disks) data storage, industrial controls, military and avionics, medical patient monitoring and automotive systems.

Technology M&A Practice (Formerly Pagemill Partners) served as financial advisor to Simtek.