Welcome!

News Feed Item

CypressFirst Comments on Cypress Semiconductor Supplemental Proxy Disclosures

Cypress Board Materially Changes its Timeline and Facts from Original Proxy Relating to Executive Chairman Conflict of Interest Issues

SAN JOSE, Calif., May 19, 2017 /PRNewswire/ -- Camillo Martino and J. Daniel McCranie, nominees for election to the Cypress Semiconductor Corporation (NASDAQ: CY) ("Cypress" or "the Company") Board of Directors at the 2017 Annual Meeting of Stockholder scheduled to be held on June 8, 2017, and T.J. Rodgers, founder and former CEO of Cypress and the Company's largest individual stockholder, (collectively "CypressFirst") today issued an open letter to Cypress stockholders regarding the inadecquacies of the Cypress Semiconductor Supplemental Disclosures released on May 18, 2017. The full text of the letter is reprinted below.

The CypressFirst letter, urging Cypress Semiconductor stockholders to vote the GOLD proxy card FOR the election of Dan McCranie and Camillo Martino, can be found at www.CypressFirst.com or on the website of the Securities and Exchange Commission (www.sec.gov).

*             *             *             *             *

May 19, 2017

Cypress's Latest Proxy Disclosures Continue to Mislead Stockholders

Dear Fellow Cypress Stockholders:

On April 24, 2017, T.J. Rodgers filed a second complaint with the Delaware Court of Chancery identifying multiple misstatements and omissions in the Cypress proxy statement issued on April 19, 2017.  The Delaware Court has scheduled expedited hearings on May 22, 2017 and June 1, 2017 to address Rodgers' claims that Cypress's proxy disclosures are incorrect.  In response to Rodgers' identification of massive inaccuracies in the original Cypress proxy statement, on May 18, 2017, Cypress issued a supplement to its proxy statement that in three single-spaced pages attempts to correct the many inaccurate and incomplete disclosures originally made to Cypress stockholders.  In the "supplement," Cypress materially changed its original story and disclosed certain additional facts:

  • Without telling anyone at Cypress, Bingham began discussing a position with Canyon Bridge in August 2016 and started working for Canyon Bridge in October 2016.
  • Bingham finally admitted he reviewed the November 3, 2016 press release identifying him as a Founding Partner of Canyon Bridge before it was released.
  • Bingham had advance knowledge of the Canyon Bridge agreement to acquire Lattice but Bingham never informed anyone at Cypress that he was working for Canyon Bridge prior to being outed in the Canyon Bridge press release on November 3, 2016.
  • Bingham never sought approval from Cypress's CFO to join Canyon Bridge in accordance with the Cypress Code of Business Conduct and Ethics.
  • Bingham holds ownership and high-level executive positions at Canyon Bridge.
  • The content of the Conflict of Interest Guidelines adopted by the Board on December 19, 2016. 

Nevertheless, Cypress's original and supplemental disclosures remain materially incomplete and misleading.  For example, the Board has not fully explained:

  • How the Cypress directors could possibly believe that Bingham does not have irreconcilable conflicts of interest arising from his dual insider roles at Cypress and Canyon Bridge—a direct competitor of Cypress in the acquisition of U.S. semiconductor companies.
  • The basis for the Board's facially implausible determination that "Canyon Bridge is not a competitor of the Company."
  • Whether Bingham has ever communicated with Canyon Bridge on any matters relating to Cypress, Cypress business strategy, Cypress customers or other Cypress activities.
  • That the Board has not even considered Bingham's non-compliance with seven terms of the Cypress Code of Ethics and Business Conduct identified by T.J. Rodgers in his December 9, 2016 letter to the Cypress Board.
  • That Canyon Bridge submitted to Reuters a statement in February 2017 that it stands by the accuracy of its November 3, 2016 press release, which directly contradicts Bingham's original story about his role with Canyon Bridge.
  • Whether Bingham has discussed potential acquisitions with Canyon Bridge and whether this was among the "other things" Bingham was assisting Canyon Bridge with prior to December 2016.
  • That the "China-domiciled limited partner" primarily funding Canyon Bridge is affiliated with the Chinese government and that 22 members of Congress have determined that Canyon Bridge "appears to be a legal construction intended to obfuscate the involvement of numerous [Chinese] state-owned enterprises."
  • That the newly adopted Conflict of Interest Guidelines will not ensure that Bingham—a member of the Cypress Board's M&A Committee—will have no knowledge about Cypress potential acquisitions that could overlap with Canyon Bridge's announced plan to acquire U.S.-based semiconductor companies.
  • Whether any of the Cypress directors have expressed particular concerns about Bingham's conflicts and the Board's response to date.

The misleading disclosures and omissions in the Cypress supplement reconfirm the current Cypress directors' continuing unwillingness to be completely candid with Cypress stockholders.  Instead of telling the truth, the incumbent Cypress directors are still covering up the Board's mishandling of Bingham's irreconcilable conflicts.  We are committed to presenting the whole story to the Cypress stockholders and we will continue to push forward with our efforts to secure appropriate relief from the Delaware Court to share all relevant information with the Cypress stockholders prior to the annual meeting on June 8, 2017. 

We appreciate your support and strongly recommend your prompt vote on the GOLD Proxy FOR Dan McCranie and Camillo Martino to be elected to the Cypress Board.

Sincerely,

/s/ J. Daniel McCranie                    /s/ Camillo Martino                         /s/ T.J. Rodgers
J. Daniel McCranie                           Camillo Martino                                T.J. Rodgers

 

MAKE YOUR VIEWS CLEAR TO THE BOARD BY AUTHORIZING A PROXY TO VOTE FOR EACH PROPOSAL BY FOLLOWING THE INSTRUCTIONS ON THE GOLD PROXY CARD. IF YOU JUST SIGN AND RETURN THE GOLD CARD, YOUR VOTES WILL BE MADE ACCORDING TO THE GOLD CARD RECOMMENDATIONS.

Do not return any white proxy card that you may receive from the Company relating to the Annual Meeting, even as a protest vote.

If you have already submitted a white proxy card to the Company relating to the Annual Meeting, it is not too late to change your vote. To revoke your prior proxy and change your vote, simply sign, date and return the GOLD proxy card.

For more information about the CypressFirst nominees, please read the CypressFirst Proxy Statement. The CypressFirst Proxy Statement, the Post-Trial Opinion (http://cypressfirst.com/pdf/Post-Trial-Opinion.pdf) of the Delaware Court of Chancery in the Section 220 litigation, and Rodgers's Complaint (http://cypressfirst.com/pdf/Second-Complaint.pdf) against the Cypress Board of Directors for their misstatements and omissions in Cypress' proxy materials, and other related materials are online at www.CypressFirst.com.

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/cypressfirst-comments-on-cypress-semiconductor-supplemental-proxy-disclosures-300460648.html

SOURCE Cypress Semiconductor Corporation

More Stories By PR Newswire

Copyright © 2007 PR Newswire. All rights reserved. Republication or redistribution of PRNewswire content is expressly prohibited without the prior written consent of PRNewswire. PRNewswire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

Latest Stories
We all know that end users experience the Internet primarily with mobile devices. From an app development perspective, we know that successfully responding to the needs of mobile customers depends on rapid DevOps – failing fast, in short, until the right solution evolves in your customers' relationship to your business. Whether you’re decomposing an SOA monolith, or developing a new application cloud natively, it’s not a question of using microservices – not doing so will be a path to eventual b...
SYS-CON Events announced today that TidalScale, a leading provider of systems and services, will exhibit at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 - Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. TidalScale has been involved in shaping the computing landscape. They've designed, developed and deployed some of the most important and successful systems and services in the history of the computing industry - internet, Ethernet, operating s...
SYS-CON Events announced today that MIRAI Inc. will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. MIRAI Inc. are IT consultants from the public sector whose mission is to solve social issues by technology and innovation and to create a meaningful future for people.
The session is centered around the tracing of systems on cloud using technologies like ebpf. The goal is to talk about what this technology is all about and what purpose it serves. In his session at 21st Cloud Expo, Shashank Jain, Development Architect at SAP, will touch upon concepts of observability in the cloud and also some of the challenges we have. Generally most cloud-based monitoring tools capture details at a very granular level. To troubleshoot problems this might not be good enough.
SYS-CON Events announced today that IBM has been named “Diamond Sponsor” of SYS-CON's 21st Cloud Expo, which will take place on October 31 through November 2nd 2017 at the Santa Clara Convention Center in Santa Clara, California.
The next XaaS is CICDaaS. Why? Because CICD saves developers a huge amount of time. CD is an especially great option for projects that require multiple and frequent contributions to be integrated. But… securing CICD best practices is an emerging, essential, yet little understood practice for DevOps teams and their Cloud Service Providers. The only way to get CICD to work in a highly secure environment takes collaboration, patience and persistence. Building CICD in the cloud requires rigorous ar...
Join IBM November 1 at 21st Cloud Expo at the Santa Clara Convention Center in Santa Clara, CA, and learn how IBM Watson can bring cognitive services and AI to intelligent, unmanned systems. Cognitive analysis impacts today’s systems with unparalleled ability that were previously available only to manned, back-end operations. Thanks to cloud processing, IBM Watson can bring cognitive services and AI to intelligent, unmanned systems. Imagine a robot vacuum that becomes your personal assistant tha...
SYS-CON Events announced today that TidalScale will exhibit at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. TidalScale is the leading provider of Software-Defined Servers that bring flexibility to modern data centers by right-sizing servers on the fly to fit any data set or workload. TidalScale’s award-winning inverse hypervisor technology combines multiple commodity servers (including their ass...
Data scientists must access high-performance computing resources across a wide-area network. To achieve cloud-based HPC visualization, researchers must transfer datasets and visualization results efficiently. HPC clusters now compute GPU-accelerated visualization in the cloud cluster. To efficiently display results remotely, a high-performance, low-latency protocol transfers the display from the cluster to a remote desktop. Further, tools to easily mount remote datasets and efficiently transfer...
As hybrid cloud becomes the de-facto standard mode of operation for most enterprises, new challenges arise on how to efficiently and economically share data across environments. In his session at 21st Cloud Expo, Dr. Allon Cohen, VP of Product at Elastifile, will explore new techniques and best practices that help enterprise IT benefit from the advantages of hybrid cloud environments by enabling data availability for both legacy enterprise and cloud-native mission critical applications. By rev...
Infoblox delivers Actionable Network Intelligence to enterprise, government, and service provider customers around the world. They are the industry leader in DNS, DHCP, and IP address management, the category known as DDI. We empower thousands of organizations to control and secure their networks from the core-enabling them to increase efficiency and visibility, improve customer service, and meet compliance requirements.
In his session at 21st Cloud Expo, Michael Burley, a Senior Business Development Executive in IT Services at NetApp, will describe how NetApp designed a three-year program of work to migrate 25PB of a major telco's enterprise data to a new STaaS platform, and then secured a long-term contract to manage and operate the platform. This significant program blended the best of NetApp’s solutions and services capabilities to enable this telco’s successful adoption of private cloud storage and launchi...
With major technology companies and startups seriously embracing Cloud strategies, now is the perfect time to attend 21st Cloud Expo October 31 - November 2, 2017, at the Santa Clara Convention Center, CA, and June 12-14, 2018, at the Javits Center in New York City, NY, and learn what is going on, contribute to the discussions, and ensure that your enterprise is on the right path to Digital Transformation.
Cloud Expo, Inc. has announced today that Andi Mann and Aruna Ravichandran have been named Co-Chairs of @DevOpsSummit at Cloud Expo Silicon Valley which will take place Oct. 31-Nov. 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. "DevOps is at the intersection of technology and business-optimizing tools, organizations and processes to bring measurable improvements in productivity and profitability," said Aruna Ravichandran, vice president, DevOps product and solutions marketing...
SYS-CON Events announced today that N3N will exhibit at SYS-CON's @ThingsExpo, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. N3N’s solutions increase the effectiveness of operations and control centers, increase the value of IoT investments, and facilitate real-time operational decision making. N3N enables operations teams with a four dimensional digital “big board” that consolidates real-time live video feeds alongside IoT sensor data a...