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RAMTRON HOLDINGS GROUP CONSOLIDATES IN THE U.S.

 RAMTRON HOLDINGS GROUP CONSOLIDATES IN THE U.S.
 NEW YORK, Nov. 13 /PRNewswire/ -- Directors of the Ramtron Holdings


Group Limited (RHL) (ADRs - NASDAQ: MEMRY) announced today that a recommendation is being made to shareholders that a corporate restructure take place as soon as possible. This restructuring will lead to Ramtron International Corporation (RIC), RHL's U.S. microelectronics subsidiary, being listed for trading in the United States and RHL shares in RIC being distributed to each RHL shareholder on a pro rata basis.
 The directors stated that the purposes for the restructuring include:
 -- Simplify the corporate structure.
 -- Consolidate shareholder interests into U.S. company where operations are located.
 -- Have better access to U.S. markets for future capital raising.
 -- Eliminate expenses of the Australian holding company.
 Based on recent RIC share dealings, including the June 30, 1992 $32.5 million equity investment and debt conversion, the directors of RHL have proposed a valuation of its RIC shares of $9.80 per share. If the resolution for RHL's distribution of its RIC shares is approved, this will be the valuation adopted for purposes of the distribution.
 In this case, assuming an exchange rate of A$1 equals US$0.70, each American Depositary Receipt (ADR) shareholder of RHL would receive an effective distribution entitlement for each ADR valued at $3.49.
 After providing for Australian withholding tax, the approximate value would amount to $3.35, compared with the current ADR price of $2.94. Therefore, for each ADR the holder will receive approximately 0.34 common shares of RIC.
 The directors believe that the proposed restructuring will provide a better opportunity for shareholders to benefit directly in any future commercial success of RIC. They also stated that, other than its shareholding in RIC, RHL owns no other material assets and performs no other function. It therefore generates no income yet incurs substantial and unproductive costs in its position as a publicly listed holding company all of which would cease as a result of this restructuring.
 If the shareholders of RHL approve the restructuring, it will take the form of a voluntary liquidation. A shareholders meeting to consider this issue is scheduled to be held on Dec. 4, 1992.
 FRAM products developed by RIC are moving into the marketplace with significant customer acceptance and revenues are expected to build during the current financial year. RIC also recently announced that royalty payments totalling approximately $600,000 have been received for the first sales of 1-megabit (MB) and 4MB DRAMs designed by RIC. The products are being manufactured and marketed by RIC's partner, NMB Semiconductors Co Ltd of Japan. The DRAM market is one of the world's largest semiconductor memory markets. In addition, RIC's own 4MB Enhanced DRAM (EDRAM) products were recently released for sale and in excess of $750,000 in orders have been received. The EDRAM is the world's fastest 4MB DRAM.
 -0- 11/13/92
 /CONTACT: Brian Harcourt, chairman of Ramtron Holdings Ltd., in Australia, 61-2-247-6666; George Stathakis, chairman of Ramtron International Corp., 212-486-4893; or Mark Cohen of Cameron Associates, 212-644-9560, for Ramtron Holdings/
 (MEMRY) CO: Ramtron Holdings Group Limited ST: New York IN: CPR SU: RCN


GK-OS -- NY019 -- 0601 11/13/92 10:19 EST
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Publication:PR Newswire
Date:Nov 13, 1992
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