Announcement • Jul 31

Infineon Technologies AG (XTRA:IFX) completed the acquisition of Cypress Semiconductor Corporation (NasdaqGS:CY).

Infineon Technologies AG (XTRA:IFX) (‘Infineon’) entered into an agreement to acquire Cypress Semiconductor Corporation (NasdaqGS:CY) (‘Cypress’) for $9.1 billion on June 2, 2019. Infineon will pay $23.85 per Cypress share as consideration. The deal values Cypress at €9 billion (approximately $10.1 billion), including debt. Cypress will continue its quarterly cash dividend payments until the transaction closes. This includes Cypress’s previously announced quarterly cash dividend of $0.11 per share, payable on July 18, 2019 to holders of record of Cypress’s common stock at the close of business on June 27, 2019. Cypress options, whether vested or unvested, will be cancelled at close in exchange for a cash payment equal to their in-the-money value based on the deal price, subject to tax withholding. Vested Cypress restricted stock units (“RSUs”) will receive $23.85 in cash per unit. For unvested RSUs, 50% will vest and be paid in cash while the remaining will vest according to the original schedule with a double trigger provision. Each outstanding performance-based share unit (“PSU”) will be converted into the right to receive an amount in cash equal to (a) (i) for each outstanding PSU other than the Cypress 2019 long-term incentive plan PSUs, the maximum number of shares of Cypress Common Stock subject to such PSU immediately prior to the effective time of the transaction, and (ii) for each Cypress 2019 long-term incentive plan PSUs, the number of PSUs calculated by assuming that the applicable performance goals are achieved at 150% of target and then adjusting such number based on Cypress’s total shareholder return as measured immediately prior to the effective time pursuant to the terms of the 2019 LTIP PSUs, in either case, multiplied by $23.85. The right to receive the PSU consideration will vest and be payable on the applicable vesting date for such holder’s PSUs, subject to the holder’s continued employment through the applicable vesting date. Each holder of Cypress’s outstanding convertible notes will be entitled to (a) convert or exchange such holder’s applicable notes only into a right to receive an amount in cash for each $1,000 principal amount of such notes held by such holder equal to the (i) $23.85 per share consideration multiplied (ii) by the applicable conversion rate in effect on the applicable conversion date, in each case, for the relevant Convertible Notes, (b) require Cypress to repurchase such holder’s applicable Convertible Notes, for cash on a date specified by Cypress in accordance with the applicable Convertible Notes indenture or (c) continue to hold such holder’s convertible notes, which following the closing date will only be convertible or exchangeable into cash. Infineon intends to use cash on hand, funds available to it under its facilities agreement and proceeds received by Infineon from the issuance of new shares by Infineon or its subsidiaries pursuant to any capital increase of Infineon or any of its subsidiaries or any other debt or equity issuance or asset disposition undertaken by Infineon or any of its subsidiaries. Following the execution of the merger agreement, Infineon raised approximately €1.5 billion ($1.68 billion) of net proceeds to consummate the merger and the related transactions. The funding of the acquisition is fully underwritten by a consortium of banks. Infineon intends to ultimately finance approximately 30% of the total transaction value with equity and the remainder with debt as well as cash on hand. Credit Suisse, Bank of America Merrill Lynch and J.P. Morgan acted as structuring banks and provided committed financing for the transaction, with Bank of America Merrill Lynch in the lead. As part of a facilities agreement, Infineon will receive €5.1 billion ($5.71 billion) term loan facilities split into different tranches with a maximum term of two years and nine months and $3.33 billion term loan facilities split into three tranches of equal size with terms ranging from three to five years. Cypress may be required to pay a fee of fee of $330 million while Infineon may be required to pay a fee of $425 million in the event of termination of the transaction under certain circumstances. Until the transaction is completed, Cypress and Infineon will operate as separate, independent companies. Upon completion, Cypress will operate as a wholly owned subsidiary of Infineon and its common stock will be delisted from the NASDAQ and deregistered under the Exchange Act. The acquisition is subject to adoption of the agreement by holders of a majority of the outstanding shares of Cypress common stock at a special meeting to be held on August 27, 2019, receipt of clearance by Committee on Foreign Investment in the United States, the expiration or termination of any applicable waiting period under the HSR Act, the receipt of any applicable clearance or affirmative approval by the Anti-Monopoly Bureau of the State Administration for Market Regulation in the People’s Republic of China, approval from the European Commission under the European Merger Regulation, and the expiration of any applicable waiting periods or any applicable authorizations or affirmative approvals of certain other non-U.S. governmental authorities under antitrust laws as well as other customary conditions. Infineon has agreed to divest assets and properties of Cypress and its subsidiaries and accept certain restrictions on the assets of Cypress and its subsidiaries, if and to the extent necessary to obtain such approvals, provided that Infineon will not be required to agree to such divestitures or restrictions if they would have a material adverse effect on the business of Cypress and its subsidiaries taken as a whole. The closing of the Merger remains subject to approval from China’s State Administration for Market Regulation. The Cypress Board has approved the agreement and unanimously recommended that stockholders approve the agreement. As of July 31, 2019, the transaction was granted an early termination notice. As of August 27, 2019, Cypress shareholders approved the transaction. As on October 16, 2019, European Commission approved this transaction. As of March 9, 2020, Committee on Foreign Investment in the United State approved the transaction. The closing is expected by the end of calendar year 2019 or early 2020. The transaction is expected to yield €180 million (approximately $210.08 million) in cost synergies per annum by 2022 and more than €1.5 billion (approximately $1.75 million) in annual revenue synergies in the long-term. The transaction is expected to be accretive to earnings beginning in the first full year after closing and to close by end of calendar year 2019 or early 2020. Credit Suisse, Bank of America Merrill Lynch and J.P. Morgan acted as financial advisors to Infineon. Sarkis Jebejian, David Feirstein, Mike Beinus, Sehj Vather; and Michael Krasnovsky from Kirkland & Ellis LLP served as legal advisors to Infineon. Freshfields Bruckhaus Deringer LLP acted as legal advisor to Infineon. Morgan Stanley & Co. LLC acted as financial advisor and fairness opinion provider to Cypress. Kirsten Jensen, Zachary Gennett, Bob Zhao, Megan Whitman, Tristan Brown, Erik Ward, Katharine Moir, Brian Mendick, Marcela Robledo, Jennifer Hobbs, Jonathan Lindabury, Leah Nudelman, Hui Lin, Elise Quinones, Sara Razi, Ellen Frye, Tomi Mendel, Peter Thomas, Mick Tuesley and Michael Isby of Simpson Thacher & Bartlett LLP served as legal advisors to Cypress. Richard Fischetti of Shearman & Sterling LLP acted as legal advisor for Bank of America Merrill Lynch. Christopher Dillon of Gibson Dunn & Crutcher acted as legal advisor to Morgan Stanley & Co. LLC. Morgan Stanley will receive approximately $68 million as advisory fee. Morrow Sodali Global LLC acted as the information agent to Cypress Semiconductor. Cleary Gottlieb Steen & Hamilton LLP acted as legal advisor to Credit Suisse. Infineon Technologies AG (XTRA:IFX) completed the acquisition of Cypress Semiconductor Corporation (NasdaqGS:CY) on April 16, 2020. Cypress directors and certain officers of Cypress have resigned. Roland Markgraf, Robert LeFort and Jack Artman will become directors of Cypress. Robert LeFort appointed as President and Chief Executive Officer and Jack Artman as Chief Financial Officer. The acquisition is expected to be accretive to earnings in the 2021 fiscal year.

Snowflake Score
Valuation	0/6
Future Growth	4/6
Past Performance	0/6
Financial Health	6/6
Dividends	0/6

Historical stock prices
Current Share Price	€65.00
52 Week High	€69.00
52 Week Low	€30.80
Beta	1.9
1 Month Change	36.55%
3 Month Change	38.30%
1 Year Change	92.31%
3 Year Change	86.78%
5 Year Change	107.01%
Change since IPO	2,110.88%

	IFXA	DE Semiconductor	DE Market
7D	3.2%	4.9%	2.0%
1Y	92.3%	105.1%	-0.1%

IFXA volatility
IFXA Average Weekly Movement	10.9%
Semiconductor Industry Average Movement	9.2%
Market Average Movement	6.2%
10% most volatile stocks in DE Market	13.3%
10% least volatile stocks in DE Market	2.7%

IFXA fundamental statistics
Market cap	€88.29b
Earnings (TTM)	€1.07b
Revenue (TTM)	€15.12b

IFXA income statement (TTM)
Revenue	€15.12b
Cost of Revenue	€8.90b
Gross Profit	€6.23b
Other Expenses	€5.15b
Earnings	€1.07b

Earnings per share (EPS)	0.83
Gross Margin	41.16%
Net Profit Margin	7.10%
Debt/Equity Ratio	45.2%

Data	Last Updated (UTC time)
Company Analysis	2026/05/20 17:03
End of Day Share Price	2026/05/20 00:00
Earnings	2026/03/31
Annual Earnings	2025/09/30

Package	Data	Timeframe	Example US Source ^*
Company Financials	10 years	Income statement Cash flow statement Balance sheet	SEC Form 10-K SEC Form 10-Q
Analyst Consensus Estimates	+3 years	Forecast financials Analyst price targets	Analyst Research Reports Blue Matrix
Market Prices	30 years	Stock prices Dividends, Splits and Actions	ICE Market Data SEC Form S-1
Ownership	10 years	Top shareholders Insider trading	SEC Form 4 SEC Form 13D
Management	10 years	Leadership team Board of directors	SEC Form 10-K SEC Form DEF 14A
Key Developments	10 years	Company announcements	SEC Form 8-K

Analyst	Institution
George Chang	Aletheia Analyst Network Limited
Alexi Unger	Arete Research Services LLP
James Fontanelli	Arete Research Services LLP

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