By Angela McDaniels
Seattle, Oct. 8 - Spansion Inc. and Saifun Semiconductors Ltd. have signed a definitive merger agreement under which Spansion will acquire Saifun for $368 million.
Saifun shareholders will receive 0.7429 of a share of Spansion common stock and about $5.05 in cash for each share of Saifun common stock. The payment is valued at about $11.26 per Saifun share.
The cash distribution will be funded from Saifun's existing cash on hand, according to a news release.
The boards of directors of both companies have approved the transaction, which is expected to close in the first quarter of 2008.
Saifun chief executive officer Boaz Eitan, who together with his affiliates owns roughly 35% of Saifun's shares, has agreed to vote all his shares in favor of the transaction, the release stated.
Following the close of the transaction, Eitan will become a member of Spansion's board of directors, and current Saifun shareholders will hold 15% of Spansion's shares.
The merger is subject to closing conditions that include Israeli court approval, regulatory approvals and Saifun shareholder approval.
Since 2002, Spansion has been a licensee of Saifun's NROM intellectual property, which forms the basis of Spansion's proprietary MirrorBit technology. Spansion said the transaction will consolidate all MirrorBit and NROM intellectual property, design and manufacturing expertise into a single company, which will expand Spansion's product portfolio and allow it to enter the technology licensing business.
Spansion is based in Sunnyvale, Calif., and makes Flash memory products.
Saifun is a Netanya, Israel-based provider of intellectual property solutions for the non-volatile memory market.
| Acquirer: | Spansion Inc.
|
| Target: | Saifun Semiconductors Ltd.
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| Price per share: | 0.7429 of a Spansion share and $5.05 cash
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| Transaction total: | $368 million
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| Announcement date: | Oct. 8
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| Expected closing: | First quarter of 2008
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| Stock price for target: | Nasdaq: SFUN: $10.38 on Oct. 5
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