… And Public Offering of Common Stock

Spansion Inc. is offering, subject to market and other conditions, 6,750,000 shares of its Class A common stock in an underwritten registered public offering.

In connection with this offering, Spansion expects to grant the underwriters an option to purchase up to 1,012,500 additional shares of its Class A common stock to cover over-allotments, if any.

Spansion intends to use the net proceeds from the offering for general corporate purposes.

Morgan Stanley and Barclays Capital are acting as joint book-running managers for the offering.