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Cypress Semiconductor

Infineon’s Cypress Acquisition: What the $10B Deal Really Cost

Infineon’s Cypress deal was announced at $23.85 per share and €9.0 billion enterprise value, then closed in April 2020. Here’s what the $10B shorthand means.

By TheFinanceBase Team 2 min read
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Infineon announced in June 2019 that it would buy Cypress Semiconductor for $23.85 in cash per share, valuing the deal at €9.0 billion on a fully diluted enterprise-value basis. The acquisition closed on April 16, 2020. The “$10 billion” label is a rounded description—not the exact figure used in the announcement or the closing filing.

What Infineon agreed to pay

Under the agreement announced June 3, 2019, Infineon offered $23.85 in cash for each Cypress share. The companies described the transaction as having a fully diluted enterprise value of €9.0 billion. Infineon said the offer represented a 46% premium to Cypress’s unaffected 30-day volume-weighted average share price. The premium compares the offer price with that specific pre-announcement trading benchmark; it is not a measure of the transaction’s total value.

These measures describe different things. The €9.0 billion figure was enterprise value, while Cypress’s 2020 SEC closing filing recorded approximately $8.946 billion in aggregate per-share merger consideration paid to stockholders. The figures use different currencies and valuation concepts, so they are not competing estimates of the same total. “$10 billion” is a rounded headline shorthand, not the precise announced enterprise value or the SEC-reported stockholder consideration.

Infineon and Cypress’s June 3, 2019 announcement gives the offer terms and enterprise value; the SEC Form 8-K filed at closing reports the aggregate stockholder consideration.

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Why Infineon wanted Cypress

Infineon presented Cypress as a complementary addition to its portfolio, particularly for automotive, industrial, and Internet of Things markets. Its stated strategy was to combine semiconductor products and capabilities to offer customers a broader set of hardware and software solutions linking the “real” and digital worlds. Infineon CEO Reinhard Ploss described the acquisition as a “Landmark step in Infineon’s strategic development” and said it would enable a more comprehensive portfolio.

At announcement, the companies said the combination would have had €10 billion in 2018 revenue on a pro forma basis and projected that it would make Infineon the world’s eighth-largest chip manufacturer. Those were announcement-era company figures and a projected ranking, not a description of current revenue or rank.

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What the synergy figures meant

Infineon and Cypress forecast €180 million in annual cost synergies by 2022 and more than €1.5 billion in annual revenue synergies over the long term. These were management projections announced in 2019. They should not be read as confirmed savings or revenue achieved: the cited deal announcement states targets, not realized results.

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When the acquisition closed—and what happened to Cypress

  1. June 3, 2019: Infineon and Cypress announced a definitive agreement for an all-cash acquisition.
  2. August 27, 2019: Cypress shareholders approved the merger at a special meeting. The deal also underwent regulatory review, including under the EU Merger Regulation.
  3. April 16, 2020: Infineon’s merger subsidiary merged into Cypress. Cypress remained the surviving corporation and became a wholly owned Infineon subsidiary.
  4. From the closing date: Infineon fully consolidated Cypress in its financial reporting.

The closing date and consideration are recorded in the SEC closing filing; Infineon’s 2020 annual report states that Cypress was fully consolidated from April 16, 2020. Cypress did not disappear as the surviving legal corporation in the merger, but it became part of Infineon’s wholly owned group.

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