Cypress and Spansion Complete $5 Billion All-Stock Merger

Cypress Semiconductor Corp. and Spansion, Inc. have closed the merger of the two companies in an all-stock, tax-free transaction valued at approximately $5 billion.

In a special meeting, Cypress shareholders approved the issuance of 2.457 shares of Cypress stock to Spansion shareholders for each Spansion share they own. Spansion shareholders approved the merger in a separate special meeting. The merger is expected to achieve more than $135 million in cost synergies on an annualized basis within three years and to be accretive to non-GAAP earnings within the first full year after the transaction closes. The combined company will continue to pay $0.11 per share in quarterly dividends to shareholders.

“We closed this merger even more quickly than originally anticipated, accelerating our strategic and financial roadmap,” Cypress president and CEO T.J. Rodgers said. “From day one, the new Cypress will capitalize on its expanded product portfolio and leadership positions in embedded processing and specialized memories to extend its penetration of global markets such as automotive, industrial, consumer, wearable electronics and the Internet of Things.”

“Consider the automotive market, where Cypress has a dominant position in capacitive touch-sensing controllers and SRAMs for infotainment systems, and Spansion is the leading supplier of flash memory and microcontrollers for infotainment, body and climate control systems, instrument clusters and advanced driver assistance systems,” Rodgers said. “The new Cypress will be the No. 3 chip supplier worldwide of memories and microcontrollers to this business. You can think of the post-merger company truly in terms of the well-known equation: 1 + 1 = 3: No. 1 in SRAMs, No. 1 in NOR flash and No. 3 overall.”

“Spansion’s exceptional team and technology leadership in high-performance memory and MCUs will complement Cypress’s strong capabilities. This merger was an important step forward in Spansion’s transformation into a global embedded systems leader,” said Kispert, CEO, Spansion, and a member of the Cypress board of directors. “Together, we can enhance our value to our customers and deliver a more robust and broader product line to meet their embedded requirements.“

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