Fenwick Represents Spansion in its Definitive Agreement to Merge with Cypress Semiconductor for $4 Billion

Fenwick & West represented Spansion, Inc. (NYSE:CODE), a global leader in embedded systems solutions, in its recently announced definitive agreement to merge with Cypress Semiconductor Corporation (NASDAQ:CY), creators of high-performance, mixed-signal, programmable solutions that provide customers with rapid time-to-market and exceptional system value, in an all-stock, tax-free transaction valued at approximately $4 billion. Under the terms of the agreement, Spansion shareholders will receive 2.457 Cypress shares for each Spansion share they own. The shareholders of each company will own approximately 50 percent of the post-merger company. The company will have an eight-person board of directors consisting of four Cypress directors and four Spansion directors, and will be headquartered in San Jose, California and called Cypress Semiconductor Corporation. The closing of the transaction is subject to customary conditions, including approval by Cypress and Spansion stockholders and review by regulators in the U.S., Germany and China. The transaction has been unanimously approved by the boards of directors of both companies and Cypress and Spansion expect the deal to close in the first half of 2015.

The merger brings together these high-performing organizations creating operating efficiencies and economies of scale, and will deliver maximum value for its shareholders, new opportunities for employees and an improved experience for their customers. With unparalleled expertise, global reach in markets like Japan and market-leading products for automotive, IoT, industrial and communications markets, the new company is well positioned to deliver best-of-breed solutions and execute on our long-term vision of adding value through embedded system-on-chip solutions.

The Fenwick transaction team included corporate attorneys Gordon Davidson, Dave Healy, Dan Winnike, David Michaels, Scott Behar, Jordan Koss, Evan Johnson, Patrick Grilli, Nam Kim, Jennifer Hitchcock, Chris Gorman and Hans Andersson; executive compensation and employee benefits attorneys Scott Spector, Mona Clee, Adriana Sherwood and Marshall Mort; technology transactions attorneys Christopher Joslyn, Diana Lock, Ana Razmazma and Ethan Lee; antitrust attorney Mark Ostrau; patent attorneys Mike Farn and David Wallace; tax attorneys Andrew Kim, William Skinner and Zach Jones, and litigation attorneys Tyler Baker and Hector Ribera.


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