Cypress and Spansion to Merge in $4 Billion All-Stock Transaction
Cypress Semiconductor Corp and Spansion, Inc has announced a definitive agreement to merge in an all-stock, tax-free transaction valued at approximately $4 billion. The post-merger company will generate more than $2 billion in revenue annually and create a global provider of microcontrollers and specialized memories needed in today's embedded systems.
"This merger represents the combination of two smart, profitable, passionately entrepreneurial companies that are No. 1 in their respective memory markets and have successfully diversified into embedded processing," said Rodgers, Cypress's founding president and CEO. "Our combined company will be a leading provider of embedded MCUs and specialized memories. We will also have extraordinary opportunities for EPS accretion due to the synergy in virtually every area of our enterprises."
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, including T.J. Rodgers and Eric Benhamou, and four Spansion directors, including John Kispert and Ray Bingham, the Spansion chairman, who will serve as the non-executive chairman of the combined company, which will be headquartered in San Jose, California and called Cypress Semiconductor Corporation.
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.
"Bringing together these high-performing organizations creates operating efficiencies and economies of scale, and will deliver maximum value for our shareholders, new opportunities for employees and an improved experience for our customers," said John Kispert, CEO of Spansion. "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 closing of the transaction is subject to customary conditions. Cypress and Spansion expect the deal to close in the first half of 2015.
