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Cypress Semiconductor completed its merger with Spansion on March 12, 2015. Under the all-stock agreement, each Spansion common share converted into the right to receive 2.457 Cypress common shares, with cash paid instead of fractional shares.
When was the merger announced and completed?
Cypress Semiconductor Corporation and Spansion Inc. announced a definitive merger agreement on December 1, 2014. The transaction closed on March 12, 2015, after Cypress and Spansion shareholders approved it at separate special meetings.
What did Spansion shareholders receive?
The merger agreement set an exchange ratio of 2.457 Cypress common shares for each Spansion common share. Any fractional share was settled in cash rather than issued as a partial Cypress share.
How was the transaction legally structured?
Mustang Acquisition Corporation, a wholly owned Cypress subsidiary, merged into Spansion. Spansion survived the merger as a wholly owned Cypress subsidiary. Although the companies described the transaction as all-stock, the agreement provided cash in lieu of fractional shares.
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- Manufacturer: Cypress Semiconductor Corp
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How much was the Cypress–Spansion merger worth?
Published figures differ by document and context, so they should not be treated as interchangeable estimates of one definitive price.
| Figure | Source and context |
|---|---|
| Approximately $4 billion | Cypress and Spansion’s December 1, 2014 announcement of the proposed transaction. |
| Approximately $5 billion | Cypress’s March 12, 2015 announcement that the transaction had closed. |
| Approximately $2.8 billion in total purchase consideration | Cypress’s 2015 Form 10-Q accounting disclosure. The filing said Cypress was the accounting acquirer and accounted for the merger under the acquisition method. |
These sources report different figures in different settings, and the available disclosures do not provide enough detail to reconcile their valuation methods. The $2.8 billion accounting amount, in particular, is described as purchase consideration; it should not be substituted for either announcement’s approximate transaction value.
Rank #2
- CY8CKIT-005 PSoC 4 PSoC 5LP PSoC 6 - Debugger Programmer (In-Circuit/In-System)
What synergies did the companies forecast?
In its March 12, 2015 closing announcement, Cypress forecast more than $135 million in annualized cost synergies within three years. That was a forward-looking company forecast, not confirmation that the savings were later achieved. The available information does not establish the realized synergy total.
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