Attached files
| file | filename |
|---|---|
| EX-99.1 - STATES PRESS RELEASE - MICRON TECHNOLOGY INC | exhibit.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
February
9, 2010
Date of
Report (date of earliest event reported)
|
MICRON
TECHNOLOGY, INC.
|
|
(Exact
name of registrant as specified in its
charter)
|
|
Delaware
|
1-10658
|
75-1618004
|
|||
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
|||
|
8000
South Federal Way
|
||
|
Boise,
Idaho 83716-9632
|
||
|
(Address
of principal executive offices)
|
|
(208)
368-4000
|
||
|
(Registrant’s
telephone number, including area code)
|
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4c))
1
|
Item
1.01.
|
Entry
into a Material Definitive Agreement
|
Purchase
Agreement
On
February 9, 2010, Micron Technology, Inc. (“Micron”) and Micron
Semiconductor, B.V. (“MNL”), a wholly-owned
subsidiary of Micron, entered into a Share Purchase Agreement (the “Purchase Agreement”) with
Intel Corporation (“Intel”), Intel Technology Asia
Pte Ltd (“ITA”),
STMicroelectronics N.V. (“ST”), Redwood Blocker S.a.r.l.
(“Redwood”) and PK
Flash, LLC (“PK”, and
collectively with Intel, ITA, ST and Redwood, the “Sellers”) pursuant to which,
upon the terms and subject to the conditions of the Purchase Agreement, MNL will
purchase all of the outstanding capital stock of Numonyx Holdings B.V. (“Numonyx”) and assume all
outstanding restricted stock units held by Numonyx employees in exchange for 140
million shares of Micron common stock (“Micron Shares”) (such
transaction, the “Share
Purchase”), subject to a purchase price adjustment on a linear basis of
up to 10 million additional Micron Shares to the extent the volume weighted
average price of a Micron Share for the 20 trading days, ending two days prior
to the closing of the Share Purchase, ranges from $9.00 to $7.00 per
share. At the closing, 15% of the Micron Shares issuable to the
Sellers will be deposited into escrow for 12 months as partial security for the
Sellers’ indemnification obligations to Micron.
Micron’s
offer and sale of the Micron Shares will be conducted as a private placement
pursuant to an exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended (the “Securities Act”).
The
consummation of the Share Purchase is subject to various closing conditions,
including but not limited to receipt of regulatory approvals from authorities in
the U.S., China, South Korea, Taiwan, Israel and either Germany or the European
Union, and the repayment in full of outstanding principal and interest under an
existing credit facility (the “Credit Facility”) of Numonyx
B.V., a wholly-owned subsidiary of Numonyx (“Numonyx B.V.”).
The
Purchase Agreement contains certain termination rights for both Micron on the
one hand and the Sellers on the other, including but not limited to a right of
the Sellers to terminate the Purchase Agreement if the average price of a Micron
Share for a defined period of time prior to the closing of the Share Purchase is
less than an agreed amount, and a right of either party to terminate the
Purchase Agreement if a material adverse effect has occurred with respect to
either the Company or Micron.
The Share
Purchase is currently anticipated to close in three to six months.
Hynix
JV and Related Framework Agreement
Numonyx
B.V. holds a minority equity interest in Hynix-Numonyx Semiconductor Ltd. (the
“Hynix JV”), a joint
venture with Hynix Semiconductor, Inc. (“Hynix”) and Hynix
Semiconductor (WUXI) Limited, formed pursuant to a joint venture agreement
originally entered into between ST and Hynix prior to the formation of Numonyx
(as amended and restated, the “JV
Agreement”). Under the terms of the JV Agreement, upon the
consummation of the Share Purchase, the parties have certain rights to buy or
sell or cause the other party to buy or sell their interests in the Hynix
JV. Concurrent with the execution of the Purchase Agreement, Micron,
ST and Numonyx B.V. entered into a framework agreement (the “Framework Agreement”) pursuant
to which Numonyx B.V. has agreed to take certain actions in connection with the
outstanding US$250,000,000 loan (the “Loan”) by DBS Bank Ltd.
(“DBS”) to the Hynix JV
in the event Hynix elects to exercise its right to purchase described
above. In addition, the parties to the Framework Agreement have
agreed to certain procedures with respect to the exercise of Numonyx B.V.’s
rights under the JV Agreement for so long as Numonyx B.V. retains its equity
interest therein.
Industrial
Plan and Consortium Agreements
STMicroelectronics
S.r.l., a subsidiary of ST, and Numonyx Italy, an indirect wholly-owned
subsidiary of Numonyx, have entered into a new consortium agreement, to be
effective upon closing of the Share Purchase, to continue their existing
cost-pooling arrangements at a facility located in Agrate, Italy primarily
dedicated to research and development (the “R2 Facility”). In
connection therewith, Micron and ST have entered into an industrial plan
agreement to set forth various mutual understandings and agreements with respect
to certain of their Italian-based business operations following the consummation
of the Share Purchase.
|
Item
3.02.
|
Unregistered
Sales of Equity Securities
|
The
information set forth in Item 1.01 related to the potential issuance of Micron
Shares is hereby incorporated by reference under this Item 3.02.
|
Item
7.01.
|
Regulation
FD Disclosure
|
On
February 9, 2010, Micron issued a press release announcing its entry into the
Purchase Agreement. A copy of the text of the press release is attached as
Exhibit 99.1 hereto. Item 7.01 of this Current Report on Form 8-K and the
information in Exhibit 99.1 shall not be deemed to be “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, except as may be expressly set forth by specific reference in such
filing
|
Item
9.01.
|
Financial
Statements and Exhibits.
|
|
(d) Exhibits.
|
|
|
Exhibit No.
|
Description
|
|
|
99.1
|
Press
Release issued on February 9, 2010
|
|
2
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
MICRON
TECHNOLOGY, INC.
|
|||
|
Date:
|
February
10, 2010
|
By:
|
/s/
Ronald C. Foster
|
|
Name:
|
Ronald
C. Foster
|
||
|
Title:
|
Chief
Financial Officer and
Vice
President of Finance
|
||
3
INDEX
TO EXHIBITS FILED WITH
THE
CURRENT REPORT ON FORM 8-K DATED FEBRUARY 9, 2010
|
Exhibit No.
|
Description
|
|
99.1
|
Press
Release issued on February 9,
2010
|
4