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Cypress Semiconductor Corp. and Spansion on Monday signed a definitive agreement to merge in an all-stock, tax-free transaction valued at approximately $4 billion. The post-merger company will be a leading global provider of microcontrollers and specialized memories for embedded systems.
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. Ray Bingham, the Spansion chairman, will serve as the non-executive chairman of the combined company, which will be headquartered in San Jose, California and called Cypress Semiconductor Corp.
“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.”
The post-merger company generate more than $2 billion in revenue annually. The new company is projected to save 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 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.
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KitGuru Says: The decision to merge with Cypress Semiconductor seems to be a right move for Spansion, which future as a memory provided was not exactly bright. The combined company, however, will benefit from Spansion’s ties on automotive, IoT, industrial and communications markets.
