Spansion Files Registration Statement for Proposed Offering of Common Stock

SUNNYVALE, Calif., Sept. 17 /PRNewswire-FirstCall/ -- Spansion Inc. today announced that it has filed a registration statement on Form S-1 with the U.S. Securities and Exchange Commission relating to a proposed $100,000,000 offering of its shares of Class A common stock. The company will use 50 percent of the net proceeds from the offering to pay down amounts outstanding under the company's $450 million term loan, and intends to use the remaining net proceeds for general corporate purposes.

(Logo: http://photos.prnewswire.com/prnh/20060118/SFW077LOGO) (Logo: http://www.newscom.com/cgi-bin/prnh/20060118/SFW077LOGO)

Morgan Stanley and Barclays Capital have been selected as underwriters. Spansion expects to grant the underwriters an option to purchase up to an additional $15,000,000 of its Class A common shares to cover over-allotments, if any.

The offering will be made only by means of a prospectus. When available, a copy of the preliminary prospectus relating to the offering may be obtained by writing to Morgan Stanley & Co. Incorporated, 180 Varick Street, New York, New York 10014, Attention: Prospectus Department; calling +1.866.718.1649; or emailing [e-mail]; or by writing to Barclays Capital, Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717; calling +1.888.603.5847; or emailing: [e-mail].

A registration statement relating to these shares of Spansion Class A common stock has been filed with the SEC but has not yet become effective. These shares may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the shares of Spansion's Class A common stock in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About Spansion

Spansion's technology is at the heart of electronics systems, powering everything from the Internet of today to the smart grid of tomorrow, positively impacting people's daily lives at work and play. Spansion's broad Flash memory product portfolio, smart innovation and industry leading service and support are enabling customers to achieve greater efficiency and success in their target markets. For more information, visit http://www.spansion.com/.

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.

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Spansion Inc.

CONTACT: Press, Mark Franken, [phone],
[e-mail], or Investor Relations, Randy Furr, [phone],
or Shubham Maheshwari, [phone], [e-mail], all
of Spansion Inc.

Web Site: http://www.spansion.com/