Cypress Semiconductor Corp. (NASDAQ: CY) and Spansion Inc. (NYSE: CODE) announced today that the U.S. Department of Justice and Federal Trade Commission have granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR) for their merger proposal. The companies have also received notification from Germany's Federal Cartel Office that the acquisition has been cleared to proceed.
Termination of the HSR Act waiting period and clearance from Germany's Federal Cartel Office for the acquisition to proceed satisfy two of the conditions required to finalize the transaction. The closing of the transaction remains subject to other customary closing conditions including the termination of applicable waiting period in Japan, the effectiveness of Cypress's registration statement on Form S-4 which was initially filed with the SEC on December 19, 2014, and approval by Cypress and Spansion stockholders. As previously announced, the merger agreement was unanimously approved by the boards of directors of both companies, and Cypress and Spansion expect the deal to close in the first half of 2015.
On December 1, 2014, Cypress and Spansion entered into a definitive agreement to merge in an all-stock, tax-free transaction valued at approximately $4 billion. The post-merger company will generate more than $2 billion in revenue annually and create a leading global provider of microcontrollers and specialized memories needed in today's embedded systems. Under the terms of the agreement, Spansion shareholders will receive 2.457 Cypress shares for each Spansion share they own. The shareholders of each company will own approximately 50 percent of the post-merger company.
www.spansion.com
