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Published on 12/13/2007 in the Prospect News Special Situations Daily.

Spansion, Saifun amend merger agreement to increase payment; Saifun shareholders to vote Dec. 20

By Lisa Kerner

Charlotte, N.C., Dec. 13 - The boards of directors of Spansion Inc. and Saifun Semiconductors Ltd. approved an amendment to the companies' Oct. 8 merger agreement, increasing the cash distribution to Saifun shareholders by some $31.4 million to about $6.05 per share. Originally, Saifun shareholders were to receive $5.05 cash per share.

Saifun will fund the cash distribution solely from cash on hand, according to a company news release.

The exchange ratio that Saifun shareholders will receive in the merger remains 0.7429 of a share of Spansion common stock for each outstanding share of Saifun common stock, the release stated.

As previously reported, Spansion agreed to acquire Saifun for $368 million.

Saifun shareholders will vote on the merger agreement at a special meeting on Dec. 20. The record date for the meeting is Nov. 11.

The merger is expected to close in the first quarter of 2008.

"We are very excited about this transaction as the combined company will be well positioned for future growth," Spansion president and chief executive Bertrand Cambou said in the release.

"Additionally, with the cash that will be acquired in the transaction, the combined company will be capitalized to further leverage Saifun's licensing business," Cambou added.

Since 2002, Spansion has been a licensee of Saifun's NROM intellectual property, which forms the basis of Spansion's proprietary MirrorBit technology. The merger will expand Spansion's product portfolio and give the company a foothold in 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.


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