Filed by Spansion Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Spansion Inc.
Commission File No.: 001-34747
Merger
with Cypress December 1, 2014 |
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CONFIDENTIAL
Todays News
Why it Makes Sense
A merger of equals
Profitable with more than $2 billion in revenues. $300m+ in R&D.
Broad-line
Memory
Portfolio
NOR,
NAND,
SRAM,
FRAM,
nvRAM
Both
companies
well
positioned
in
microcontrollers
PSoC,
ARM
MCU
Complimentary
products
Timing,
Connectivity,
Systems
Solutions
Complimentary customer base. Doubles our position at many accounts.
Significant manufacturing synergies. Lowers cost of goods.
Combined company will be stronger than either company individually
Customers will benefit from the greater scale, more resources
and enhanced product portfolio
Similar values and heritage |
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CONFIDENTIAL
Spansion Journey
2003
Spansion formed
2005
Spansion IPO
2014
More
than
10
product
families
introduced across Flash, MCU,
Analog
2013
Spansion acquires Fujitsus
Analog /
MCU business
2010
Spansion relists on NYSE
Spansion emerges
from Chapter 11
1993
JV between
AMD and
Fujitsu
2015
Cypress merger |
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CONFIDENTIAL
Bold Moves Spansion Team Has Made Together
May
Reorganization
November
First 2Gb NOR
December
ISO Automotive Manufacturing System Leadership
2010
March
Red Cross Earthquake donation and extraordinary efforts
dealing with customers during earthquake
May
SMIC 45nm
June
Samsung settlement, cross license
August
First 4Gb NOR
2011
2012
XMC 32nm, technology licensing
UMC
Technology
development
/
licensing
Fujitsu analog and microcontroller addition
Flexible MCUs for Iot MCU for Industrial, ARM license
Dual Quad SPI, High Performance 1.8V NOR, Dahua best supplier
2013
April
SK Hynix Partnership
May
5-year NAND roadmap for embedded
June
First voice PSS, sets stage for future systems solution
November
First 8Gb NOR at 45nm
2014
HyperFlash
memory
HyperRAM and ISSI
3D NAND
Traveo Automotive (3)
Energy Harvesting
Intelligent LED, DC-DC PMIC
96 new Flexible MCUs (FM)
e.MMC
Auto Grade 125C Flash |
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Senior Leadership Team
T.J. Rodgers is CEO
Company leadership: Best-of-Breed
John Kispert is a member of the merged companys
board of directors. BoD comprised of Cypress
and Spansion Boards. Ray Bingham is non-executive
chairman. |
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CONFIDENTIAL
Reasons for Mergers
SRAM, FRAM, nvSRAM
PSoCs, USB
HMI (Trutouch, Captouch)
Timing
CSP packaging
Flash (NOR & NAND)
MMIC and Automotive MCU
PMIC, timing, interconnect
Systems solutions
Software
Complimentary Markets
and Products
Fab 25
Low cost CMOS wafers
Embedded Flash technology
High-volume assembly
Mutli-die packaging
Advanced 300mm foundires
High
volume
package
/
test
Manufacturing
Excellence
Minnesota Fab
65nm CMOS technology
Auto line assembly
World-class cycle times
Foundries to expand portfolio
Standard zero defects
99% on-time delivery
2 ppm quality
Commitment to Customer
Service and Quality
Zero tolerance for customer-
perceived problems
Preferred auto supplier
24 of top 25 |
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Product Synergies for IoT
Embedded Devices Require:
Processing
Connectivity
Sensors
Analog
Memory
Connected
Car
Industrial
Control
Medical
Monitors
Imagine!
Smart
Phones
Home
Entertainment
Smart
Meter
SoC
Analog
Touch
NAND
NOR
SRAM
NVRAM
Connectivity
MCU
Software
Ecosystem
Smart
Homes
Wearables |
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INTERNET
of
THINGS
Market Synergies for IoT
Mobile
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Consumer
Industrial
Communications |
Increased
Penetration of Existing Automotive Market Solid Business Foundation for
Embedded and PSoC Solutions Intelligent monitoring and control systems
for automotive with integrated microcontrollers
Sophisticated Microcontrollers
Worldwide leader in capacitive touch technology
expanding rapidly into automotive market
Touchscreen Controllers
EV/
HV
(motor control)
EV/
HV (power
supply control)
EPS Systems
CLUSTER & INFOTAINMENT
Touch / touchscreen controllers
Infotainment and GPS Systems
Voice recognition
Instrument clusters
USB integration
Battery
Management
BODY
HVAC
Interior Lighting
Power Seat
Rotary Switch
Body Control Modules
CONTROL
Mirror control
Door control
CHASSIS
Electric Power Steering
Steering Angle Sensors
ABS
POWERTRAIN
ENERGY MANAGEMENT
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CONFIDENTIAL
Major Automotive
Customers & OEMs |
$19.0B
$7.0B
Deepens Product Suite to Address $35Bn Opportunity
Embedded
SOC
Analog
Memory
Controllers
Licensing
Microcontrollers
PSoC
Fingerprint and Touch
Flash (NOR, NAND)
SRAM (Sync, Async, NV)
FRAM
Power Management Solutions
LEDs
Application-specific Solutions
Embedded Flash
Integrated MCUs
Integrated Connectivity
(USB 3.0, BLE)
Complementary IP Portfolios
$7.0B
$5.0B
$0.5B
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CONFIDENTIAL
Wide range of embedded
SoC and PSoC solutions
Broad portfolio of
microcontrollers, high
performance memory,
analog, connectivity
and human machine
interface products |
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CONFIDENTIAL
Shared
Strategic
Accounts
Flash MCU
Key Accounts
Cypress
Key Accounts
Cross-selling is an obvious, easy win
Significant Cross Selling Opportunity Between Customers |
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CONFIDENTIAL
Technology Strategy
Spansion Fab & Partners
PMIC
2013
2016
.380um /
.180um
90nm
Power Management
Energy Harvesting
ANALOG
PSOC
M0
2010
2015
130nm
55nm
SONOS
SONOS Proprietary
Core MCU
R-Series
M-Series
2010
2014
2015
2017
90nm
55nm
40nm
28nm
FG
FG
eCT
eCT
Proprietary Core
Embedded Flash
8Gb PNOR
45nm
1Gb SPI
SRAM
FRAM
NOR, FG, MB
3D-NAND
SLC, MLC
NAND
2013
2016
65nm, 45nm
32nm
2013
2015
41nm, 32nm
1Xnm
MEMORY
eCT
2014
2016
40nm
28nm
SRAM
2012
2015
65nm
55nm
2006
2010
180nm
130nm
FRAM |
Combined
Worldwide Coverage Design Centers
of Excellence
Langen & Munich, Germany
Sunnyvale, California
Tokyo, Japan
Penang, Malaysia
Netanya, Israel
Dedicated Automotive
Field Support
Detroit, Michigan
Indianapolis, Indiana
Milan, Italy
Munich, Germany
Paris, France
Shanghai, China
Chengdu, China
Seoul, Korea
Sunnyvale, California
Tokyo, Japan
Spansion Operations
& Manufacturing
All sites are
ISO/TS certified
HONG KONG,
CHENGDU, CHINA
SUNNYVALE, CA
MINNESOTA
LANGEN & MUNICH,
GERMANY
TOKYO,
JAPAN
PENANG, MALAYSIA
BANGALORE, INDIA
PHILIPPINES
BANGKOK, THAILAND
SHANGHAI, CHINA
NETANYA, ISRAEL
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CONFIDENTIAL
SAN JOSE
AUSTIN, TX |
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CONFIDENTIAL
Foundry Partners
Final Manufacturing
Manufacturing Strategy: Well-balanced Asset-Lite Infrastructure
Spansion FAB
SPANSION NOR
65
/
45
/
32 nm
SPANSION NAND
41/ 32 nm
MCU/
ANALOG
180
/
90
/
55 nm
(650nm, 350nm, 250nm)
SPANSION eCT
40
nm
Strategy supports high quality, product longevity, efficient technology
investment for Analog, MCU, NOR and NAND
Spansion Austin
Wholly-owned
Spansion Fab,
Austin, USA
65nm in mass
production
Sustaining
110nm, 90nm for
long lifecycle
customers
Major Assembly
Partners
Scalable Capacity on
Critical Packages
Spansion Bangkok |
Manufacturing Strategy
Cypress
Cypress, Minnesota
Wholly-owned
Cypress Fab,
Minnesota, USA
90nm in mass
production
Sustaining
0.35 micron to
130 nm in
production
Cypress, Minnesota
Cypress FAB
Cypress SRAM
and eNVM
65
/
45
/
32
nm
Logic/
eNVM
130
/
65
nm
FRAM
130
nm
Logic
0.5
m
/
0.35
m
Foundry Partners
Cypress Manila
Low cycle time
Autoline Capability
Major Assembly
Partners
J-CET
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CONFIDENTIAL
Final Manufacturing |
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CONFIDENTIAL
Q&A
What is the timeline?
Where is HQ?
What is Company Name?
What are shared values/culture?
What is impact to Spansion stock?
When can we meet with our colleagues at Cypress?
Employee benefits
Manufacturing
What is the product strategy/roadmap
?
?
? |
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2014 Spansion
CONFIDENTIAL
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995, including with respect to the anticipated timing,
completion and effects of the proposed merger between Cypress and Spansion. These statements
are based on managements current expectations and beliefs, and are subject to
a number of factors and uncertainties that could cause actual results to
differ materially from those described in the forward- looking
statements. These forward-looking statements include statements about future financial and
operating results; benefits of the transaction to customers, stockholders and
employees; potential synergies and cost savings; the ability of the combined
company to drive growth and expand customer and partner relationships; and
other statements regarding the proposed transaction. Forward-looking
statements
may
contain
words
such
as
will
be,
will,
expected,
anticipate,
continue,
or
similar
expressions, and include the assumptions that underlie such statements. The
following factors, among others, could cause actual results to differ
materially from those described in the forward-looking statements:
failure of the Cypress or Spansion stockholders to approve the proposed merger;
failure to achieve regulatory approval; the challenges and costs of closing,
integrating, restructuring and achieving anticipated synergies; the ability
to retain key employees, customers and suppliers; and other factors,
including those set forth in the most current Form 10-K, Form 10-Q and
8-K reports filed by Cypress and Spansion with the Securities and
Exchange Commission (the SEC). All forward-looking statements are
based
on
management's
estimates,
projections
and
assumptions
as
of
the
date
hereof,
and
Cypress
and
Spansion are under no obligation (and expressly disclaim any such obligation) to
update or revise their forward-looking statements whether as a result of
new information, future events, or otherwise. No
Offer
or
Solicitation
This
communication
does
not
constitute
an
offer
to
sell
or
the
solicitation
of
an
offer to buy any securities or a solicitation of any vote or approval with respect
to the proposed merger or otherwise.
No offer of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.
|
18
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2014 Spansion
CONFIDENTIAL
Forward-Looking Statements
Additional
Information
and
Where
to
Find
It
In
connection
with
the
proposed
merger,
Cypress
intends
to
file
a registration
statement
on
Form
S-4,
which
will
include
a
preliminary
prospectus
and
related
materials
to
register
the
shares
of
Cypress
common
stock
to
be
issued
in
the
merger,
and
Cypress
and
Spansion
intend
to
file
a
joint
proxy
statement/prospectus
and
other
documents
concerning
the
proposed
merger
with
the
SEC.
INVESTORS
AND
SECURITY
HOLDERS
ARE
URGED
TO
READ
THE
REGISTRATION
STATEMENT,
THE
JOINT
PROXY
STATEMENT
/
PROSPECTUS
AND
ANY
OTHER
RELEVANT
DOCUMENTS
TO
BE
FILED
WITH
THE
SEC
CAREFULLY
WHEN
THEY
BECOME
AVAILABLE
BECAUSE
THEY
WILL
CONTAIN
IMPORTANT
INFORMATION
ABOUT
CYPRESS,
SPANSION,
AND
THE
PROPOSED
MERGER.
Investors
and
security
holders
will
be
able
to
obtain
free
copies
of
the
registration
statement
and
the
joint
proxy
statement
/
prospectus
(when
they
are
available)
and
any
other
documents
filed
by
Cypress
and
Spansion
with
the
SEC
at
the
SECs
website
at
www.sec.gov.
They
may
also
be
obtained
for
free
by
contacting
Cypress
Investor
Relations
at
http://investors.cypress.com/contactus.cfm
or
by
telephone
at
(408)
943-2656
or
by
contacting
Spansion
Investor
Relations
at
investor.relations@spansion.com
or
by
telephone
at
(408)
962-2500.
The
contents
of
the
websites
referenced
above
are
not
deemed
to
be
incorporated
by
reference
into
the
registration
statement
or
the
joint proxy statement/prospectus.
Participants
in
the
Solicitation
Each
of
Spansion
and
Cypress
and
their
respective
executive
officers
and
directors may be deemed to be participants in the solicitation of proxies from
their respective stockholders with respect to the transactions contemplated
by the merger agreement. Information regarding the persons who may, under
the rules of the SEC, be deemed participants in the solicitation of Cypress or Spansion security holders in
connection
with
the
proposed
merger
will
be
set
forth
in
the
registration
statement
and
the
joint
proxy
statement
/
prospectus when filed with the SEC. Information regarding Spansions executive
officers and directors is included in Spansions Proxy Statement for
its 2014 Annual Meeting of Stockholders, filed with the SEC on April 18, 2014,
and its Current Report on Form 8-K, filed with the SEC on August 19, 2014, and
information regarding Cypress executive
officers
and
directors
is
included
in
Cypress
Proxy
Statement
for
its
2014
Annual
Meeting
of
Stockholders,
filed
with
the
SEC
on
March
28,
2014
and
its
Current
Report
on
Form
8-K,
filed
with
the
SEC
on
April
2,
2014.
Copies
of
the
foregoing
documents
may
be
obtained
as
provided
above.
Certain
executive
officers
and directors of Cypress and Spansion have interests in the transaction that may
differ from the interests of Cypress and Spansion stockholders generally.
These interests will be described in the joint proxy statement
/
prospectus when it becomes available. |
www.spansion.com
Spansion
®
, the Spansion logo, MirrorBit
®
, MirrorBit
®
Eclipse
and combinations thereof are trademarks and registered
trademarks of Spansion LLC in the United States and other countries. Other names
used are for informational purposes only and may be trademarks of their
respective owners. This document is for informational purposes only and subject to change without
notice. Spansion does not represent that it is complete, accurate or
up-to-date; it is provided AS IS. To the maximum extent
permitted by law, Spansion disclaims any liability for loss or damages
arising from use of or reliance on this document. |