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 |
 2 © 2014 Spansion CONFIDENTIAL Today’s 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 |
 3 © 2014 Spansion CONFIDENTIAL Spansion Journey 2003 Spansion formed 2005 Spansion IPO 2014 More than 10 product families introduced across Flash, MCU, Analog 2013 Spansion acquires Fujitsu’s Analog / MCU business 2010 Spansion relists on NYSE Spansion emerges from Chapter 11 1993 JV between AMD and Fujitsu 2015 Cypress merger |
 4 © 2014 Spansion 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 |
 5 © 2014 Spansion CONFIDENTIAL Senior Leadership Team T.J. Rodgers is CEO Company leadership: Best-of-Breed John Kispert is a member of the merged company’s board of directors. BoD comprised of Cypress and Spansion Boards. Ray Bingham is non-executive chairman. |
 6 © 2014 Spansion 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 |
 7 © 2014 Spansion CONFIDENTIAL 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 |
 8 © 2014 Spansion INTERNET of THINGS Market Synergies for IoT Mobile 8 © 2014 Spansion 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 9 © 2014 Spansion 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 10 © 2014 Spansion CONFIDENTIAL Wide range of embedded SoC and PSoC solutions Broad portfolio of microcontrollers, high performance memory, analog, connectivity and human machine interface products |
 11 © 2014 Spansion CONFIDENTIAL Shared Strategic Accounts Flash MCU Key Accounts Cypress Key Accounts Cross-selling is an obvious, easy win Significant Cross Selling Opportunity Between Customers |
 12 © 2014 Spansion 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 13 © 2014 Spansion CONFIDENTIAL SAN JOSE AUSTIN, TX |
 14 © 2014 Spansion 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 15 © 2014 Spansion CONFIDENTIAL Final Manufacturing |
 16 © 2014 Spansion 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 ? ? ? |
 17 © 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 management’s 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 © 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 SEC’s 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 Spansion’s executive officers and directors is included in Spansion’s 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. |