SUNNYVALE, Calif., TOKYO and YOKOHAMA,
Japan, April 30, 2013
/PRNewswire/ -- Spansion Inc. (NYSE: CODE), a leading
innovator of Flash memory solutions, and Fujitsu Semiconductor
Limited, a wholly owned subsidiary of Fujitsu Limited, today
announced they have executed a definitive agreement for Spansion to
acquire the Microcontroller and Analog Business of Fujitsu
Semiconductor for approximately $110
million, plus approximately $65
million*1 for inventory. The net impact is
expected to be accretive for Spansion in 2013.
(Logo:
http://photos.prnewswire.com/prnh/20060118/SFW077LOGO)
"This acquisition provides incremental revenue and aligns with
our strategy to expand into system-on-chip solutions that require
leadership in embedded Flash technology," said John Kispert, president and CEO of Spansion. "We
will gain valuable people and intellectual property as well as
microcontroller and analog products that will enable us to expand
our customer base, addressing complete embedded systems
requirements in automotive, industrial and consumer markets. We
have been strategic partners with Fujitsu Semiconductor for decades
and share many of the same customers. We expect a seamless
transition for all of the employees and customers."
"In our pursuit of maximized corporate value, together with
Fujitsu Semiconductor Limited, we have executed a management
decision based on the restructuring initiatives we are taking in
our semiconductor business," said Masami
Yamamoto, president of Fujitsu Limited. "We are confident
that our customers will benefit from the enormous synergies
anticipated. Our employees will also benefit by being a part of
Spansion, which has a complementary and differentiated product
portfolio based on its world-leading nonvolatile memory
technologies."
Embedded nonvolatile memory has become one of the most important
differentiators within the microcontroller market and addresses
customers' needs for faster and more intelligent devices for a
range of embedded applications. Spansion's Flash technology along
with the acquired microcontroller and analog products and talent
accelerates a portfolio of high-performance system-on-chip
solutions for use in the development of faster, more intelligent
and energy-efficient products as well as next generation of the
"Internet of everything" in automotive, industrial and consumer
applications.
The acquisition is subject to various customary closing
conditions and is expected to be complete between July and
September of 2013.
Spansion Resources:
- Spansion newsroom: http://news.spansion.com/
- Spansion blog: http://blog.spansion.com
- Spansion on Twitter: http://www.twitter.com/Spansion
- Spansion on Facebook: http://www.facebook.com/Spansion
Notes:
- The overall purchase price of the inventory is subject to
change due to fluctuations in inventory volume and value.
About Spansion
Spansion (NYSE: CODE) is a global
leader in Flash memory-based embedded systems solutions. Spansion
is at the heart of electronics systems, connecting, controlling,
storing, and powering everything from automotive electronics and
industrial systems to the highly interactive and immersive consumer
devices that are enriching people's daily lives. For more
information, visit http://www.spansion.com.
About Fujitsu
Fujitsu is the leading Japanese
information and communication technology (ICT) company offering a
full range of technology products, solutions and services.
Approximately 170,000 Fujitsu people support customers in more than
100 countries. We use our experience and the power of ICT to shape
the future of society with our customers. Fujitsu Limited
(TSE:6702) reported consolidated revenues of 4.4 trillion yen (US$47
billion) for the fiscal year ended March 31, 2013. For more information, please see
http://www.fujitsu.com.
About Fujitsu Semiconductor
Fujitsu Semiconductor
Limited designs, manufactures, and sells semiconductors, providing
highly reliable, optimal solutions and support to meet the varying
needs of its customers. Products and services include
microcontrollers, ASICs, ASSPs, and power management ICs, with
wide-ranging expertise focusing on mobile, ecological, automotive,
imaging, security, and high-performance applications. Fujitsu
Semiconductor also drives power efficiency and environmental
initiatives. Headquartered in Yokohama, Fujitsu Semiconductor Limited
(formerly named Fujitsu Microelectronics Limited) was established
as a subsidiary of Fujitsu Limited on March
21, 2008. Through its global sales and development network,
with sites in Japan and throughout
Asia, Europe, and the Americas, Fujitsu
Semiconductor offers semiconductor solutions to the global
marketplace. For more information, please see:
http://jp.fujitsu.com/fsl/en/
Cautionary Statement regarding Forward-Looking
Statements
This press release contains forward-looking
statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Investors are
cautioned that these forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially
from those statements. The risks and uncertainties include
statements related to the acquisition of the Fujitsu
Microcontroller and Analog business including regarding the timing
and the ability to close the transaction, price adjustments for the
purchased inventory, the possibility that anticipated benefits,
growth prospects and synergies expected from the acquisition may
not be fully realized or may take longer to realize than expected;
the accretive nature of the transaction; delays, disruptions, costs
and challenges associated with integrating the new business into
the company's existing business, including changing relationships
with partners, customers, employees or suppliers; the amount of
costs incurred in connection with the supporting and integrating
the new business and supporting new customers and partners; ongoing
personnel and logistical challenges of managing the new combined
organization; our ability to retain and motivate key employees from
Fujitsu; and general economic and business conditions. We also urge
investors to review in detail the risks and uncertainties discussed
in the company's Securities and Exchange Commission filings,
including but not limited to our Annual Report on Form 10-K for the
fiscal year ended December 30, 2012.
Unless otherwise required by applicable laws, we undertake no
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise.
Spansion(R), the Spansion logo, MirrorBit(R), and combinations
thereof, are trademarks and registered trademarks of Spansion LLC
in the United States and other
countries.
The Fujitsu logo is the registered trademark of Fujitsu Limited
in Japan and other countries.
Other names used are for informational purposes only and may be
trademarks of their respective owners.
SOURCE Spansion Inc.
