Contacts: Daniel
Francisco Mark
Miller
Micron
Technology Numonyx
B.V.
208-368-5584
916-380-2090
dfrancisco@micron.com mark.miller@numonyx.com
Chuck
Mulloy Tom
Ludwig
Intel
Corporation Francisco
Partners
408-765-3484
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.