AMD 2007 Annual Report Download - page 297

Spansion Inc.
Notes to Condensed Consolidated Financial Statements - Continued
(Unaudited)
10. Spansion Japan Pension Plan
The following table summarizes the components of the net periodic pension expense related to the Spansion Japan pension plan for the three and nine
months ended September 30, 2007 and October 1, 2006:
Three Months
Ended Nine Months Ended
Sep. 30,
2007
Oct. 1,
2006
Sep. 30,
2007
Oct. 1,
2006
(in thousands)
Service cost $ 909 $ 1,262 $ 3,547 $ 3,838
Interest cost 273 374 1,064 1,139
Expected return on plan assets (596) (694) (2,325) (2,109)
Amortization of prior service cost 102 182 2,307 554
Total net periodic pension expense $ 688 $ 1,124 $ 4,593 $ 3,422
On April 2, 2007, in accordance with FASB Statement No. 88, Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans
and for Termination Benefits, the Company recorded a curtailment loss, which was included in the amortization of prior service cost, of approximately $2.0
million relating to the Spansion Japan Pension Plan as a result of entering into the Employer Secondment and Transfer Agreement with Fujitsu under the
JV1/JV2 transaction (see Note 6 for details of this transaction).
11. Subsequent Events
Merger Agreement with Saifun Semiconductors Ltd. (“Saifun”)
On October 8, 2007, the Company and Saifun entered into an Agreement and Plan of Merger and Reorganization, dated as of October 7, 2007 (the
“Merger Agreement”), pursuant to which Atlantic Star Merger Sub Ltd., a wholly owned subsidiary of the Company, would merge (the “Merger”) with and into
Saifun, with Saifun surviving as a wholly owned subsidiary of the Company.
Subject to the terms and conditions of the Merger Agreement, which has been approved by the boards of directors of both companies, each Saifun
shareholder will receive 0.7429 shares of the Company’s Class A common stock and approximately $5.05 per share in cash (representing a distribution of
approximately $158.3 million of Saifun’s existing cash to all holders of record immediately prior to the consummation of the merger) for each Saifun ordinary
share. Saifun’s stock options will convert upon completion of the Merger into stock options with respect to the Company’s common stock upon completion of
the Merger, after giving effect to the exchange ratio in the Merger and the cash distribution.
The Merger Agreement contains customary covenants of the Company and Saifun, including, among others, a covenant by Saifun to conduct its business
in the ordinary course during the interim period between the execution of the Merger Agreement and consummation of the Merger and restrictions on certain
kinds of transactions during such period. The board of directors of Saifun has adopted a resolution recommending the requisite approval of the Merger by its
shareholders, and has agreed to hold a shareholder and any necessary creditor meetings to consider and vote upon the transactions contemplated by the Merger
Agreement. Saifun has also agreed not to (i) solicit proposals relating to alternative business combination transactions or (ii) subject to certain exceptions, enter
into discussions or an agreement concerning or provide confidential information in connection with any proposals for alternative business combination
transactions.
Consummation of the Merger is subject to certain conditions, including, among others, (i) approval of the Merger by an Israeli court (which approval can
only occur after the shareholders and, if required, creditors, of Saifun approve the Merger in accordance with Section 350 of the Israeli Companies
21
Source: ADVANCED MICRO DEVIC, 10-K, February 26, 2008