UPDATE 1-Integrated Silicon agrees to be bought by Cypress Semi

(Reuters) - Chipmaker Integrated Silicon Solutions Inc, which rejected a bid from Cypress Semiconductor Corp two days ago, reversed its decision on Wednesday and said it had now agreed to Cypress's terms for the $643 million deal to proceed.
Cypress raised its offer to buy Integrated Silicon for a second time in May, trumping bids by a Chinese consortium led by Uphill Investment Co.
Integrated Silicon said on Monday the deal had fallen apart because Cypress was not willing to take "all necessary actions" to ensure antitrust clearance in the United States and Germany.
Cypress, it said, had only agreed to take "all reasonable actions." Both companies have a large share of the U.S. and German SRAM memory chip market.
Integrated Silicon said on Wednesday it had now agreed to proceed with the deal on the basis of Cypress's commitment "to use its reasonable best efforts and take all reasonable actions" to win antitrust approvals.
This could include fully divesting Integrated Silicon's SRAM business if required, Integrated Silicon said.
Integrated Silicon's shares were down slightly at $20.35 in early trading, above Cypress's offer of $20.25 per share. Cypress shares were up 5 pct at $13.22.
SRAM (static random access memory) chips are used in a wide range of products, including automotive electronics, appliances and toys. They are more expensive than DRAM chips, which are mostly used in PCs, but are faster and require less power.
Integrated Silicon, which is based in Milpitas, California, said failure to merge with Cypress, based in San Jose, on the terms of the current Cypress offer would reasonably be inconsistent with its fiduciary duties under Delaware Law.
However, the company said it was still open to a counter-offer and gave Uphill four days to come up with one.
Integrated Silicon said it delayed a special meeting of stockholders scheduled for June 12 until at least June 19. (Reporting by Kshitiz Goliya in Bengaluru; Editing by Saumyadeb Chakrabarty and Ted Kerr)

http://www.reuters.com/article/2015/06/10/integrated-silioncon-solution-inc-ma-cyp-idUSL3N0YW4G820150610