Commission Decision No.25-M-022/2019

In the Matter of the Proposed Acquisition by Infineon Technologies AG of Shares in Cypress Semiconductor Corporation

ABSTRACT:

The proposed transaction involves a proposed merger between IFX Merger Sub Inc. (“IFX”), an indirectly wholly-owned subsidiary of Infineon Technologies AG (“Infineon”), and Cypress Semiconductor Corporation (“Cypress”), with Cypress as the surviving entity (the “Proposed Transaction”). Under the proposed merger, IFX will be merged with and into Cypress and the separate corporate existence of IFX will cease. Cypress will be the surviving corporation in the merger and a wholly-owned subsidiary of Infineon.

Infineon designs, manufactures and distributes a wide range of semiconductors and power semiconductors, including inter alia, transistors, drivers, diodes, microcontrollers (including embedded control, radio-frequency and sensors), for a wide range of applications. On the other hand, Cypress, a Delaware corporation, manufactures and supplies embedded systems solutions for automotive, industrial, consumer and enterprise end markets. Cypress’ product portfolio includes microcontrollers, analog integrated circuits, wireless and wired connectivity solutions and memories.

Infineon will indirectly own, through IFX LLC, 100% of Cypress upon the completion of the Proposed Transaction.