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Spansion Announces Offer to Holders of Its 7.875% Senior Notes due 2017 to Exchange for Notes Registered with the Securities and Exchange Commission | Cypress Semiconductor

Spansion Announces Offer to Holders of Its 7.875% Senior Notes due 2017 to Exchange for Notes Registered with the Securities and Exchange Commission

Last Updated: November 03, 2011

SUNNYVALE, Calif., Nov. 3, 2011 -- Spansion Inc. (NYSE: CODE) today announced that it has commenced a registered offer to exchange up to $200 million aggregate principal amount of its 7.875% Senior Notes due 2017.  This exchange offer has been registered under the Securities Act of 1933, as amended (the "Registered Notes"), and is for any and all of its outstanding 7.875% Senior Notes due 2017, which were issued in a private placement (the "Private Notes") on November 9, 2010.

The exchange offer is being made to fulfill Spansion's obligations under a registration rights agreement entered into for the sale of the Private Notes.  As part of the agreement, Spansion agreed to file with the Securities and Exchange Commission a registration statement relating to the exchange offer pursuant to which the Registered Notes, containing substantially identical terms to the Private Notes, would be offered in exchange for Private Notes that are tendered by the holders of those notes.

Any Private Notes not tendered for exchange in the exchange offer will remain outstanding and continue to accrue interest, but will not retain any rights under the registration rights agreement except in limited circumstances.

The terms of the exchange offer are contained in the exchange offer prospectus.

The exchange offer will expire at 5:00 p.m., New York City time, on December 5, 2011, unless extended.  Private Notes tendered pursuant to the exchange offer may be withdrawn at any time prior to the expiration date by following the procedures set forth in the exchange offer prospectus.

Requests for assistance or for copies of the exchange offer prospectus should be directed to Wells Fargo Bank, National Association, the exchange agent, at 608 2nd  Avenue  South, 12th Floor MAC CODE: N9303-121, Minneapolis, Minnesota 55402, Attention: Bondholder Communications, (800) 344-5128.

This press release shall not constitute an offer to sell any securities or a solicitation of an offer to buy any securities. The exchange offer will be made only by means of a written prospectus.

About Spansion

Spansion (NYSE: CODE) is a leading provider of the Flash memory technology at the heart of the world's electronics systems, powering everything from the routers that run the internet to the highly interactive and immersive consumer and automotive electronics that are enriching people's daily lives. Spansion's broad and differentiated Flash memory product portfolio, award-winning MirrorBit charge-trapping technology, and industry leading service and support are enabling customers to achieve greater efficiency and success in their target markets. For more information, visit

Cautionary Statement

This release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that these forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those statements. The risks and uncertainties include the company's ability to: create high performance and cost-effective solutions for applications in automotive, consumer, industrial and networking applications, continue to expand its technology and product development capabilities, and produce innovative and differentiated products that meet future customer demand. Additional risks and uncertainties related to the company's business are discussed in the company's Securities and Exchange Commission filings, including but not limited to the company's most recent Annual Report on Form 10-K for fiscal 2010 and Quarterly Reports on Form 10-Q. Unless otherwise required by applicable laws, the company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Spansion®, the Spansion logo, MirrorBit®, 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.