RAMTRON INTERNATIONAL CORP
8-K, EX-99, 2000-12-22
SEMICONDUCTORS & RELATED DEVICES
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NEWS FOR RELEASE: 12/14/00 - 4:00 p.m. US ET

CONTACT:  Lee A. Brown
          Ramtron
          719-481-7213
          [email protected]

                         INFINEON TECHNOLOGIES TO MAKE
                       $30 MILLION INVESTMENT IN RAMTRON

                Investment provides chip giant with access to
                       next-generation memory technology

COLORADO SPRINGS, CO - December 14, 2000-Ramtron International Corporation
(Nasdaq:RMTR), a leading developer of specialty semiconductor memory products,
announced today that Infineon Technologies AG (NYSE:IFX) has agreed to make a
$30 million investment in the company. Earlier this year, Infineon also made an
investment in Ramtron's DRAM product subsidiary, Enhanced Memory Systems, Inc.
Infineon will provide Ramtron with $10 million in cash and $20 million in
Infineon stock, in exchange for an approximate 20% stake in Ramtron. The
companies also entered into a separate cross-license agreement that provides
Infineon with a nonexclusive license to Ramtron's FRAM memory technology, and
Ramtron with access to certain Infineon technologies relating to the
fabrication of FRAM memories.

"This investment further evidences our commitment to the development of highly
innovative and differentiated IC memory solutions for burgeoning wired and
wireless applications," said Harald Eggers, senior vice president and general
manager of Infineon's Memory Products Division.  "We view this partnership as
another step in our long-term collaboration with Ramtron for the development of
FRAM-based IC solutions.  FRAM memory technology has matured significantly over
the last 12 months, and we feel it holds particular promise in the future of
the semiconductor market."

"This investment is a major endorsement of Ramtron's FRAM memory technology,"
said Ramtron Chairman and CEO, L. David Sikes.  "Infineon's move toward high-
value memory components and application solutions aligns with our own product
vision and strategy.  We continue to have an excellent working relationship
with Infineon, and we look forward to making additional progress in our FRAM
business through this expanded partnership."

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Under the terms of the investment agreement, Ramtron will issue $30 million of
Ramtron stock, or approximately 4,430,000 shares, in two closings, the first
for $10 million in cash and the second for $20 million of Infineon stock, or
approximately 443,480 Infineon shares.  The number of shares required for the
transactions was determined by calculating the average of the closing prices of
Infineon and Ramtron stock for five days prior to the signing of the agreement.
Ramtron has agreed to a holding period that prohibits the transfer or
disposition of Infineon stock for a minimum of six months following the
subscription date, after which Ramtron has the right to transfer up to 25% of
the total number of Infineon shares after 6, 9, 12, and 18-months following the
subscription date. Infineon will receive restricted stock from Ramtron and has
agreed to a minimum holding period of 12 months. Infineon may transfer up to
50% of the total number of Ramtron shares after 12 and 18-months following the
subscription date. In addition to the aforementioned considerations, Infineon
will receive the right to designate two individuals to serve on Ramtron's Board
of Directors.  The closings of the transactions are subject to certain
conditions, including regulatory approval under the U.S. Hart-Scott-Rodino
Antitrust Improvements Act of 1976 and registration in Germany of the Infineon
capital increase represented by the approximately 443,480 Infineon shares to be
issued to Ramtron.

FRAM memory is a next-generation, high-performance memory that retains data
without power.  The combined features of FRAM memory are not available in any
other single semiconductor memory product.  Ramtron currently markets a full
line of memory products, including seven new products introduced during the
last 12 months.  Current applications for Ramtron's products include electronic
power meters, smart cards, test instrumentation, factory automation, laser
printers, security systems, and other systems that require reliable storage of
data without an external power source.  The technology is also ideally
positioned for emerging mobile-computing and communications applications.

Infineon/Ramtron History

In January, Infineon acquired 20% of Ramtron's wholly owned subsidiary,
Enhanced Memory Systems, Inc. (EMS), which provided EMS with access to
Infineon's leading edge DRAM technology and manufacturing capacity.  EMS
receives access to Infineon's world-class advanced DRAM process and design
technology, as well as committed wafer capacity for up to $200 million of
product annually.  This expanded partnership marks the beginning of Infineon's
cooperation with Ramtron on nonvolatile FRAM memory technology.

About Infineon

Infineon Technologies AG, headquartered in Munich, Germany, offers
semiconductor and system solutions for applications in the wired and wireless
communications markets, for security systems and smartcards, for the automotive
and industrial sectors, as well as for memory products.  With a global
presence, Infineon operates in the U.S. from San Jose, CA, in the Asia-Pacific
region from Singapore, and in Japan from Tokyo. In the fiscal year 2000 (ended
September), the company achieved sales of Euro 7.28 billion with approximately
29,000 employees worldwide.  Infineon is listed on the DAX index of the
Frankfurt Stock Exchange and on the New York Stock Exchange (ticker symbol:
IFX).  Further information is available at www.infineon.com.

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About Ramtron

Ramtron's patented FRAM memories are a new generation of semiconductor memory
that combine high-performance and low-power operation with the ability to store
data in the absence of power.  Due to the product's unique advantages, FRAM
memories are expected to revolutionize a variety of electronic consumer and
industrial products.  The company also develops and markets ultra-high-
performance EDRAM and ESDRAM memory products through its subsidiary, Enhanced
Memory Systems, Inc.

Except for historical information, the statements preceding contain forward-
looking statements that involve risks and uncertainties. Investors are
cautioned that such statements are only predictions and the actual events or
results may differ materially. These forward-looking statements speak only as
of this date. The company undertakes no obligation to publicly release the
results of any revisions to the forward-looking statements made today to
reflect events or circumstances after today, or to reflect the occurrence of
unanticipated events.

For more information about Ramtron and its products, contact:  Communications
Department, Ramtron International Corporation, 1850 Ramtron Drive, Colorado
Springs, Colorado, USA, 80921.  Telephone is 800-545-FRAM (3726); FAX is 719-
481-9294; E-mail address is [email protected].  Homepage is www.ramtron.com

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