Micron Technology, Inc., to Acquire Lexar Media, Inc.
08 Marzo 2006 - 2:55PM
Business Wire
Micron Technology, Inc., (NYSE: MU) and Lexar Media, Inc., (NASDAQ:
LEXR) today announced that they have entered into a definitive
agreement for Micron to acquire Lexar in a stock-for-stock merger.
Under terms of the agreement, each outstanding common share of
Lexar will receive 0.5625 shares of Micron stock. Micron
anticipates issuing shares in exchange for 81.6 million Lexar
shares outstanding. Additional Micron shares will be issued upon
the exercise of assumed stock options. The acquisition will
strengthen Micron's position in the NAND flash business and enable
the company to deliver innovative NAND flash solutions from design,
development and manufacturing to marketing and sales of products to
worldwide consumers and device manufacturers. The merger is
designed to combine Micron's technology and manufacturing
leadership in NAND flash memory with Lexar's leadership in NAND
controller and system design technology, brand recognition and
retail channel strength to create a vertically integrated entity
fully focused on the NAND business. "With this acquisition, Micron
will have a complete package of NAND memory solutions for our
customers," said Steve Appleton, Micron chairman, CEO and
president. "Together with our NAND designs, technology,
manufacturing capability and distribution channels, Micron is in a
strong position to serve the flash storage requirements of consumer
electronics and enterprise customers." "Through this acquisition,
we expect to better align Lexar's cost structure with business
conditions and increase our development and go-to-market scale in
order to compete more effectively," said Eric Stang, Lexar
chairman, CEO and president. "By merging with Micron, Lexar can
achieve significant cost synergies and become better positioned to
satisfy customer needs and establish faster growth, especially in
new emerging mobile handset and solid-state computing businesses.
We view this as an exciting opportunity for our company and its
shareholders." The transaction is subject to regulatory review,
Lexar stockholder approval and other customary closing conditions.
Completion of the merger is expected by the end of the third
calendar quarter. Upon closing, Lexar, as a continuing entity, will
become a wholly-owned subsidiary of Micron, and Lexar's stock will
cease trading on the NASDAQ stock market. Lexar is a leading
marketer and manufacturer of NAND flash memory products including
memory cards, USB flash drives, card readers and ATA controller
technology for the digital photography, consumer electronics,
industrial and communications markets. The company holds over 94
issued or allowed controller and system patents, and licenses its
technology to companies including Olympus Corporation, Samsung
Electronics Co., Ltd., SanDisk Corporation and Sony Corporation.
Lexar sells its memory cards worldwide and through an exclusive
agreement, also sells memory cards under the Kodak brand.
Headquartered in Fremont, Calif., Lexar has operations in countries
around the world. More information is available at www.lexar.com.
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, CMOS
image sensors, 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 New York Stock
Exchange (NYSE) under the MU symbol. To learn more about Micron
Technology, Inc., visit www.micron.com. Micron and the Micron orbit
logo are trademarks of Micron Technology, Inc. Lexar and the Lexar
logo are trademarks of Lexar Media, Inc. All other trademarks are
the property of their respective owners. This press release
contains forward-looking statements that involve risks and
uncertainties concerning Micron's proposed acquisition of Lexar
Media, Inc., Micron's expected financial performance, as well as
Micron's strategic and operational plans. Actual events or results
may differ materially from those described in this press release
due to a number of risks and uncertainties. The potential risks and
uncertainties include, among others, the possibility that the
transaction will not close or that the closing may be delayed; the
reaction of customers of Micron and Lexar to the transaction;
Micron's ability to successfully integrate Lexar's operations and
employees; and general economic conditions. In addition, please
refer to the documents that Micron and Lexar file with the
Securities and Exchange Commission on Forms 10-K, 10-Q and 8-K. The
filings by each of Micron and Lexar identify and address other
important factors that could cause their respective financial and
operational results to differ materially from those contained in
the forward-looking statements set forth in this press release.
Micron and Lexar are under no duty to update any of the
forward-looking statements after the date of this press release to
conform to actual results. ADDITIONAL INFORMATION ABOUT THE MERGER
AND WHERE TO FIND IT Micron and Lexar intend to file with the SEC a
prospectus/proxy statement and other relevant materials in
connection with the proposed acquisition of Lexar by Micron
pursuant to the terms of an Agreement and Plan of Merger by and
among Micron, March 2006 Merger Corp., a wholly-owned subsidiary of
Micron, and Lexar. The prospectus/proxy statement will be mailed to
the stockholders of Lexar. Investors and security holders of Lexar
are urged to read the prospectus/proxy statement and the other
relevant materials when they become available because they will
contain important information about Micron, Lexar and the proposed
merger. The prospectus/proxy statement and other relevant materials
(when they become available), and any other documents filed by
Micron or Lexar with the SEC, may be obtained free of charge at the
SEC's web site at www.sec.gov. In addition, investors and security
holders may obtain free copies of the documents filed with the SEC
by Micron by contacting Micron Investor Relations, Kipp Bedard,
208-368-4465. Investors and security holders may obtain free copies
of the documents filed with the SEC by Lexar by contacting Lexar
Investor Relations, Diane Carlini, (510) 580-5604. Investors and
security holders of Lexar are urged to read the prospectus/proxy
statement and the other relevant materials when they become
available before making any voting or investment decision with
respect to the proposed merger. Micron, Steven Appleton, Micron's
Chairman, Chief Executive Officer and President, and certain of
Micron's other executive officers may be deemed to be participants
in the solicitation of proxies of Lexar stockholders in connection
with the proposed merger. Investors and security holders may obtain
more detailed information regarding the names, affiliations and
interests of Mr. Appleton and certain of Micron's other executive
officers in the solicitation by reading the prospectus/proxy
statement when it becomes available. Lexar, Eric Stang, Lexar's
Chairman, Chief Executive Officer and President, and Lexar's other
directors and executive officers may be deemed to be participants
in the solicitation of proxies of Lexar stockholders in connection
with the proposed merger. Such individuals may have interests in
the proposed merger, including as a result of holding options or
shares of Lexar common stock. Investors and security holders may
obtain more detailed information regarding the names, affiliations
and interests of Mr. Stang and Lexar's other directors and
executive officers in the solicitation by reading the
prospectus/proxy statement when it becomes available.
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