Saifun to Operate as Wholly-Owned Subsidiary and Drive Spansion's Technology Licensing Business
SUNNYVALE, CA – March 18, 2008 – Spansion Inc. (NASDAQ: SPSN), the world's largest pure-play provider of Flash memory solutions, and Saifun Semiconductors Ltd. (NASDAQ: SFUN), a provider of intellectual property solutions for the non-volatile memory (NVM) market,today announced the completion of Spansion Inc.'s acquisition of Saifun Semiconductors Ltd. in accordance with the definitive merger agreement and its amendment that both companies signed on October 8, 2007 and December 12, 2007 respectively.
The addition of the Saifun offering will expand Spansion's product portfolio, and enable Spansion's immediate entry into the technology licensing business, significantly expanding Spansion's market opportunity. Saifun will operate as a wholly-owned subsidiary of Spansion. Immediately following the closing, former Saifun shareholders held approximately 14.4% of Spansion's outstanding Class A common stock. Dr. Boaz Eitan was also appointed to Spansion's Board of Directors effective as of the closing.
“We look forward to leveraging the depth of technology expertise and the quality of people from the Saifun organization,” said Bertrand Cambou, president and CEO, Spansion Inc. “With Saifun as a wholly-owned subsidiary, we expect to enter new markets with a powerful technology licensing strategy and a broadened and diversified product portfolio.”
Under the terms of the definitive merger agreement and its amendment, each Saifun shareholder received 0.7238 shares of Spansion Class A Common Stock and approximately $6.20 per share in cash for each Saifun ordinary share, subject to certain tax withholding requirements. The exchange ratio and the cash distribution were adjusted in accordance with the terms of the definitive merger agreement and its amendment. The cash distribution will be funded solely from Saifun's existing cash on hand concurrently or before the closing of the transaction.
“This is a new beginning for the Saifun employees to apply their incredible talent and expertise to new market opportunities,” said Boaz Eitan, CEO of Saifun Semiconductor. “We remain committed to supporting our existing licensees with the same dedication we have always provided them. We are confident that the combination of the Saifun and Spansion teams will accelerate all initiatives and benefit our customers, potential new customers and our employees.”
Since 2002, Spansion has been a licensee of Saifun's NROM intellectual property, which has formed the cornerstone of Spansion's proprietary MirrorBit technology. MirrorBit technology now represents nearly one fourth of the entire NOR Flash memory segment, and generates revenues at a run rate approaching $2 billion per year. As part of this relationship, Saifun has also provided design services to Spansion, including the successful development of Spansion's MirrorBit Quad and SPI product families. By combining the two companies, Spansion can further accelerate the development of its next generation product roadmap by directly leveraging over 150 MirrorBit technology and design experts. Spansion has more than 3,000 patents and patent applications in the area of non-volatile memory, combining Spansion IP and NROM IP.
Citigroup Global Markets Inc. served as financial advisor to Spansion and Lehman Brothers served as financial advisor to Saifun. O'Melveny & Myers represented Spansion with Yigal Arnon & Co., as special Israeli counsel and Morrison & Foerster represented Saifun with Eitan-Mehulal Law Group as Israeli counsel.
Spansion (NASDAQ: SPSN) is a leading Flash memory solutions provider, dedicated to enabling, storing and protecting digital content in wireless, automotive, networking and consumer electronics applications. Spansion, previously a joint venture of AMD and Fujitsu, is the largest company in the world dedicated exclusively to designing, developing, manufacturing, marketing and selling Flash memory solutions. For more information, visit www.Spansion.com.
About Saifun Semiconductor
Saifun is a provider of intellectual property (IP) solutions for the non-volatile memory (NVM) market. The company's innovative Saifun NROM® technology allows semiconductor manufacturers to deliver high performance, reliable products at a lower cost per megabit, with greater storage capacity, using a single process for all NVM applications. Saifun licenses its IP to semiconductor manufacturers who use this technology to develop and manufacture a variety of stand-alone and embedded NVM products. These include Flash memory for the telecommunications, consumer electronic, networking and automotive markets. Among the companies currently licensing Saifun NROM technology are Macronix International, NEC Electronics, Semiconductor Manufacturing International Corporation, Sony Corporation, Spansion, and Tower Semiconductor.