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8-K - 2010 8-K - STATES PRESS RELEASE - MICRON TECHNOLOGY INC | form8kstates.htm |
EXHIBIT
99.1
Contacts:
|
Daniel
Francisco
|
Mark
Miller
|
Micron
Technology
|
Numonyx
B.V.
|
|
(208)
368-5584
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916-380-2090
|
|
dfrancisco@micron.com
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mark.miller@numonyx.com
|
|
Chuck
Mulloy
|
Tom
Ludwig
|
|
Intel
Corporation
|
Francisco
Partners
|
|
408-765-3484
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415-418-2930
|
|
cmulloy@intel.com
|
ludwig@franciscopartners.com
|
MICRON
ANNOUNCES AGREEMENT TO ACQUIRE NUMONYX
Transaction
Broadens Product Portfolio, Expands Manufacturing
and
Development Scale and Increases Customer Reach
BOISE, Idaho, and GENEVA, Feb.
9, 2010 – Micron
Technology, Inc. (NASDAQ: MU), and Numonyx Holdings B.V. announced today that
the companies have signed a definitive agreement under which Micron has agreed
to acquire privately held Numonyx in an all-stock transaction valuing Numonyx at
approximately $1.27 billion USD.
Under the
terms of the agreement, Micron will issue 140 million Micron common shares to
Numonyx shareholders, Intel Corporation, STMicroelectronics, N.V. and Francisco
Partners. Up to 10 million additional Micron common shares will be issued
ratably to Numonyx shareholders to the extent the volume weighted average price
of Micron shares for the 20 trading days, ending two days prior to the close of
the transaction, ranges between $7.00 and $9.00 per share.
The
transaction further strengthens Micron’s position as one of the world’s leading
memory companies, with a broad portfolio of DRAM, NAND and NOR memory products
and strong expertise in developing and supporting memory system solutions.
Micron would also gain increased manufacturing scale globally and access to
Numonyx’s customer base, providing significant opportunities to increase
multi-chip offerings in the embedded and mobile markets.
“Acquiring
Numonyx brings together two memory leaders and positions Micron to offer the
most comprehensive, cost-competitive solutions in the industry to a broad range
of customers and end-markets,” said Steve Appleton, Chairman and CEO of
Micron. “We
believe the opportunity for Numonyx to join with Micron will deliver a clear
advantage for our customers and our employees,” said Brian Harrison, President
and CEO of Numonyx. “This announcement is a strong testimony to the value of
Numonyx technologies, products and people. The result will be a strong company
that can best serve our target market segments and customers by delivering
enhanced memory solutions, strength and scale. It is good for Numonyx and good
for Micron.”
Micron
currently estimates that the transaction would be accretive to the company on
both free-cash flow and non-GAAP earnings beginning fiscal year 2011. In
addition, it is anticipated that the Numonyx balance sheet will be debt-free
following closing.
The
transaction is subject to regulatory review and other customary closing
conditions and is currently anticipated to close within three to six
months.
Conference
Call Details
Micron
will host a conference call today at 6:00 p.m. MST to discuss the transaction.
The call, audio and slides will be available online at http://www.micron.com/investors/conference.
A webcast replay will be available on the company’s web site until Feb. 9, 2011.
Information regarding the taped audio replay of the conference call will also be
available on www.micron.com beginning at 9:00 p.m. MST.
About
Micron
Micron
Technology, Inc., is one of the world's leading providers of advanced
semiconductor solutions. Through its worldwide operations, Micron manufactures
and markets DRAMs, NAND flash memory, other semiconductor components, and memory
modules for use in leading-edge computing, consumer, networking, and mobile
products. Micron’s common stock is traded on the NASDAQ under the MU symbol. To
learn more about Micron Technology, Inc., visit www.micron.com.
About
Numonyx
Numonyx
provides a full complement of integrated NOR, NAND, RAM and Phase Change
non-volatile memory technologies and products to meet the increasingly
sophisticated needs of customers in the cellular, data and embedded markets.
Numonyx is dedicated to providing high density, low power memory technologies
and packaging solutions to a global base of customers. Additional information
about Numonyx is available at www.numonyx.com.
###
Micron
and the Micron orbit logo are trademarks of Micron Technology, Inc. All other
trademarks are the property of their respective owners.
This
press release contains forward-looking statements regarding the impact of the
acquisition on Micron’s results and operations and the timing of the closing.
Actual events or results may differ materially from those contained in the
forward-looking statements. Please refer to the documents Micron files on a
consolidated basis from time to time with the Securities and Exchange
Commission, specifically Micron's most recent Form 10-K and Form 10-Q. These
documents contain and identify important factors that could cause the actual
results for Micron on a consolidated basis to differ materially from those
contained in our forward-looking statements (see Certain Factors). Although we
believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements.