Cypress Announces Record & Distribution Dates For Spin-Off Of SunPower Class B Common Stock
A committee of the Board of Directors of Cypress Semiconductor Corp. approved the spin-off of its shares of Class B common stock of SunPower Corp. to Cypress’s stockholders.
The distribution of the SunPower outstanding Class B shares owned by Cypress will be made to Cypress stockholders of record as of the close of trading on the NYSE on September 17, 2008 (the "record date"). The distribution of the Class B shares will be made after the close of trading on September 29, 2008, provided that, at such time, the SunPower Class B common stock is listed for trading on the Nasdaq Global Select Market and SunPower has on file an effective registration statement with the Securities and Exchange Commission with respect to the spin-off. Cypress currently expects that these conditions to the spin-off will be satisfied. SunPower is currently in the process of listing the Class B common stock on the Nasdaq Global Select Market.
Cypress expects to distribute approximately 0.27 of a share of SunPower Class B common stock for every share of Cypress common stock outstanding as of the record date, based on the number of Cypress shares outstanding on that date. Cypress stockholders will receive cash in lieu of fractional shares for amounts of less than one SunPower share. The exact distribution ratio will be determined on the record date and will vary with employee options that may be exercised before the record date.
"We are extremely pleased to distribute approximately $3.6 billion in value to our shareholders," said Cypress President and CEO T.J. Rodgers. "Over the last six years, the Cypress-SunPower partnership has led to the development and expansion of one of the world’s most successful alternative energy companies with industry-leading products and an unprecedented market opportunity.
"This distribution offers significant advantages to both SunPower and Cypress. It provides the Cypress management team with an unprecedented opportunity to unlock the value of a semiconductor operation that in recent years – led by our flagship PSoC® programmable system-on-chip – has become one of the industry’s leading suppliers of high-margin proprietary and programmable solutions."
