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Boaz Eitan, CEO of Saifun Semiconductor
Spansion Inc. to acquire Israeli Saifun Semiconductors
Saifun to operate as wholly owned subsidiary and drive Spansion's technology licensing business

Spansion Inc., the world’s largest pure-play provider of Flash memory solutions will be acquiring Israeli company Saifun Semiconductors Ltd., a provider of intellectual property solutions for the non-volatile memory (NVM) market, for $368 million, the companies announced on Monday.

 

This transaction consolidates all MirrorBit and NROM IP, design and manufacturing expertise into a single company.

 

As a result, the combination will expand Spansion's product portfolio, and enable Spansion’s immediate entry into the technology licensing business, significantly expanding Spansion’s market opportunity.

 

Under the terms of the agreement, each Saifun shareholder will receive 0.7429 shares of Spansion common stock and approximately $5.05 per share in cash for each share of Saifun common stock.

 

Based on closing stock prices on October 5, the total consideration values Saifun at $11.26 per share, for a total consideration of $368 million on a fully-diluted basis, or approximately $135 million net of cash acquired and cash distributed to Saifun shareholders.

 

The transaction is subject to satisfaction of customary closing conditions that include Israeli court approval, regulatory approvals and the Saifun shareholders’ approval, and is expected to close in the first quarter of 2008.

 

Bertrand Cambou, president and CEO of Spansion Inc. said, “We look forward to collaborating with them to serve Saifun’s existing licensees, and enter new markets with a powerful technology licensing strategy and a broadened and diversified product portfolio.”

 

Since 2002, Spansion has been a licensee of Saifun’s NROM intellectual property, which has formed the cornerstone of Spansion’s proprietary MirrorBit technology.

 

“Joining forces with Spansion enables us to take our licensing business to the next level,” said Boaz Eitan, CEO of Saifun Semiconductor.

 

“By combining Spansion MirrorBit expertise with our successful NROM IP licensing model, we will more rapidly enable our current and future customers to commercialize new generations of Flash memory technology.

 

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