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Spansion Reaches Significant Milestone Towards Completing Chapter 11 Restructuring | Cypress Semiconductor

Spansion Reaches Significant Milestone Towards Completing Chapter 11 Restructuring

Last Updated: October 02, 2009

Motion Submitted to Bankruptcy Court to File Plan of Reorganization

SUNNYVALE, Calif., Oct 02, 2009 -- Spansion Inc. today announced it has reached another important milestone towards completing its Chapter 11 restructuring with the submission of a motion with the U.S. Bankruptcy Court seeking permission to file its Plan of Reorganization without the related Disclosure Statement. Agreement has been reached on the material economic terms of the Plan of Reorganization with a consortium of holders of the company's Senior Secured Floating Rate Notes due 2013 and a committee of the company's unsecured creditors.

"This is a significant step in the company's restructuring process," said John Kispert, president and CEO of Spansion. "While we are still finalizing certain details or our Plan of Reorganization and the Disclosure Statement, I am pleased with the tremendous progress the entire company has made since beginning our restructuring process."

Spansion initiated the process of reorganizing in February 2009, filing for Chapter 11 bankruptcy protection on March 1, 2009. After exploring a number of strategic alternatives for the business and assets, the company decided to pursue a standalone strategy, narrowing its focus primarily to embedded applications of the Flash memory market and focusing on major segments including portions of the company's previous wireless business.

The company plans to file a complete Plan of Reorganization in the near future with the goal of emerging from Chapter 11 in late fourth quarter of 2009 or early 2010.

About Spansion

Spansion (Pink Sheets: SPSNQ) is a leading Flash memory solutions provider, dedicated to enabling, storing, protecting and accelerating access to content in automotive, consumer electronics, enterprise server, networking and wireless applications. Spansion is dedicated exclusively to designing, developing, manufacturing, marketing, selling and licensing Flash memory solutions. For more information:

Spansion(R), the Spansion logo, MirrorBit(R), MirrorBit(R) Eclipse(TM), ORNAND(TM), EcoRAM(TM) 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.

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 ability to: manage costs; achieve adequate liquidity; complete the Chapter 11 restructuring process; execute on its new strategic focus; reach a sustainable business model; survive as a stand-alone entity; reach operational efficiency; and reach and sustain profitability.. The risks and uncertainties related to Chapter 11 bankruptcy proceeding include: the company's ability to depend on Spansion Japan for wafer production and distribution of products in Japan, due to actions taken by either (i) Spansion Japan (at the direction of the Spansion Japan trustee or pursuant to orders of the Japanese court in the Spansion Japan Proceeding or otherwise) or (ii) the company or Spansion LLC (pursuant to the orders of the Bankruptcy Court or otherwise); the company's ability to transfer wafer production capacity to another location or to a third party foundry, or to find alternative methods of distributing and selling its products, in the event that Spansion Japan is not successful or has difficulties in reorganizing; any other actions or orders taken by the Bankruptcy Court that may impact the company's operations; any negative impacts on the company's business, results of operations, financial position or cash management arrangements; the inability to freely deploy cash resources throughout the company's various geographical locations as all or part of the total worldwide cash may not be available in either the United States or for working capital as a result of limitations inherent in the Chapter 11 proceedings in the United States or Spansion Japan's corporate reorganization proceeding in Japan or as a result of various restrictions in certain geographies; the negative impact on relationships with employees, customers, suppliers and contract manufacturers and other stakeholders; the failure of the Company to obtain the Bankruptcy Court orders substantially on the terms applied for; the adequacy of the Company's cash on hand to fund its ongoing operations; the failure of the Company to obtain the requisite approvals of affected creditors or the courts for the proposed plan or reorganization, or to successfully implement such a plan or obtain sufficient exit financing, if required, within the time granted by the Bankruptcy Court, leading to the likely liquidation of the Company's assets; and that following the approval of the proposed plan of reorganization, the company's outstanding common stock will be cancelled. In addition, the instability of the global economy and tight credit markets could continue to adversely impact Spansion's business in several respects, including adversely impacting credit quality and insolvency risk of the company and its customers and business partners, including suppliers and distributors; bookings; and reductions and deferrals of demand for Spansion products. The company urges investors to review in detail the risks and uncertainties discussed in the company's Securities and Exchange Commission filings, including but not limited to the company's Annual Report on Form 10-K for the fiscal year ended December 28, 2008. 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.

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