CypressFirst Mails Definitive Proxy Statement And Sends Letter To Cypress Semiconductor Stockholders

Urges Stockholders to Protect and Enhance Stock Value by Voting the GOLD Proxy Card at the Annual Meeting FOR the Election of Dan McCranie and Camillo Martino

SAN JOSE, Calif., April 10, 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 Stockholders, and T.J. Rodgers, founder and former CEO of Cypress and the Company's largest individual stockholder, (collectively "CypressFirst") today announced that it has filed definitive proxy materials with the Securities and Exchange Commission regarding the election of its nominees.

CypressFirst today mailed the proxy materials and a letter to stockholders, also available on www.CypressFirst.com, urging Cypress Semiconductor stockholders to vote the GOLD proxy card FOR the election of Dan McCranie and Camillo Martino. A copy of the letter follows:

*             *             *             *             *

April 10, 2017

Protect and Enhance Your Cypress Investment by Voting the Enclosed GOLD Proxy Card to Elect Two New Semiconductor-expert Directors to Cypress's Board of Directors

Dear Fellow Cypress Stockholders:

We are writing to you, the stockholders of Cypress Semiconductor Corporation, as a group of individuals who want to put the interests of Cypress first, ahead of the parochial interests of the Cypress board. T.J. Rodgers is the founder and former CEO of Cypress and the Company's largest individual stockholder. Camillo Martino and J. Daniel McCranie are nominees for election to the Cypress board of directors at the 2017 Annual Meeting of Stockholders. Collectively we are CypressFirst, controlling the vote of an aggregate of more than 8.7 million shares of Cypress common stock. Over the course of the past seven weeks, we have been discussing our views and concerns about the Cypress board of directors with our fellow stockholders. We believe that the board needs two new directors who will ensure that the Company is being run in a manner consistent with the best interests of stockholders.

Cypress Has Serious Corporate Governance and Operational Problems That We Believe Directly Threaten Stockholder Value

Despite our repeated private efforts dating back to December 1, 2016 to draw the attention of the Cypress board to these problems, the seven current members of the board have repeatedly failed to address these issues. So we are taking our concerns directly to you, the stockholders. As a measured and modest proposed solution to the problems facing Cypress, we are seeking to replace with our candidates the two current Cypress directors with the greatest responsibility for the governance problems, executive chairman Mr. Ray Bingham, and lead independent director Mr. Eric Benhamou.

The CypressFirst candidates, Dan McCranie and Camillo Martino, are by any measure more qualified —from both the governance and operational points of view — to serve on the Cypress board than any of Cypress's current directors. In contrast to current Cypress board members, both Dan McCranie and Camillo Martino have been the CEOs of semiconductor companies and served on the boards of multiple other publicly held semiconductor companies prior to Cypress, as the qualification table on the next page clearly shows.

Furthermore, Dan McCranie and Camillo Martino have the full gamut of experience with companies from start-ups to multi-billion dollar operations across a wide range of activities, including acquisitions by their companies, acquisitions of their companies, managing relationships with activist stockholders, and serving as board nominees of activist stockholders.

In addition to having the skills required to address Cypress's governance problems, as ex-semiconductor CEOs our candidates also have the operational skills required to address the cash flow and debt problems that have put Cypress on the M&A sidelines during an historic era of semiconductor industry consolidation.

CypressFirst Nominees are More Qualified than Current Cypress Directors by any Measure


Non-Cypress Semiconductor Experience

Electrical
Eng. Degree

 

Industry Focus

CEO

Public
Boards

Operations  

Nominees






Martino, Camillo

✔✔✔

Semiconductor

McCranie, J. Daniel

✔✔

✔✔✔✔

✔✔✔✔

Semiconductor

Current Directors






Albrecht, W. Steve

x

x

x

x

Accounting

Benhamou, Eric A.

x

x

x

Communications

Bingham, Ray

x

✔✔✔

x

x

Software

El-Khoury, Hassane

x

x

x

Semiconductor

Kwon, O.C.

✔✔

x

Semiconductor

Van Den Hoek,
Wilbert

x

x

x

x

Semiconductor Equipment

Wishart, Michael S.

x

x

x

Investment
Banking


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