Micron Technology, Inc.
MICRON TECHNOLOGY INC (Form: 8-K, Received: 07/31/2013 08:55:47)






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

July 31, 2013
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))

 
 

 


Item 2.01
Completion of Acquisition or Disposition of Assets

Elpida Acquisition

On July 31, 2013, Micron Technology, Inc. (“Micron”) completed its acquisition of 100% of the equity of Elpida Memory, Inc. (“Elpida”), a Japanese corporation, pursuant to the Agreement on Support for Reorganization Companies, dated July 2, 2012, as amended, between Micron and Nobuaki Kobayashi and Yukio Sakamoto, in their capacity as trustees of Elpida and Elpida’s wholly-owned subsidiary, Akita Elpida Memory, Inc.  Micron paid 60 billion yen (or the equivalent of approximately $612 million, assuming an exchange rate of approximately 98 yen per U.S. dollar) in cash at the closing to acquire Elpida’s equity.

Elpida’s assets include, among others: a 300mm DRAM wafer fabrication facility located in Hiroshima, Japan; its ownership interest in Rexchip Electronics Corporation (“Rexchip”), a Taiwanese corporation and manufacturing joint venture, whose assets include a 300mm DRAM wafer fabrication facility located in Taiwan; and a 100 percent ownership interest in Akita Elpida Memory, Inc., whose assets include an assembly and test facility located in Akita, Japan.  Elpida’s semiconductor memory products include Mobile DRAM targeted toward mobile phones and tablets.

Rexchip Share Purchase

On July 31, 2013, Micron Semiconductor B.V. (“Micron B.V.”), a wholly owned subsidiary of Micron, completed its acquisition of 713,627,586 shares of common stock of Rexchip from Powerchip Technology Corporation and certain of its affiliates (collectively, the “Powerchip Group”) pursuant to that certain Share Purchase Agreement, dated July 2, 2012, by and among Micron, Micron B.V. and the members of the Powerchip Group.  Micron B.V. paid NT$10.0 billion (or the equivalent of approximately $334 million, assuming an exchange rate of approximately 30 NT$ per U.S. dollar) in cash for the shares, which represent approximately 24% of Rexchip’s outstanding common stock.  Elpida currently owns, directly and indirectly through a subsidiary, approximately 65% of Rexchip’s outstanding common stock. As a result of the consummation of Micron’s acquisition of Elpida and the Rexchip shares from the Powerchip Group, Micron now owns, directly or indirectly through one or more of its subsidiaries, approximately 89% of Rexchip.
 

Item 7.01
Regulation FD Disclosure

On July 31, 2013, Micron issued a press release announcing the closing of the Elpida acquisition and Rexchip share purchase. A copy of the text of the press release is attached as Exhibit 99.1 hereto.  The information in Item 7.01 of this Current Report on Form 8-K and 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

(a) Financial Statements of Business Acquired.

The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment within 71 calendar days after the date this report on Form 8-K must be filed.

(b) Pro Forma Financial Information.

The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment within 71 calendar days after the date this report on Form 8-K must be filed.

 
Exhibit No.
   
Description
99.1
   
Press Release issued on July 31, 2013



 
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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:
July 31, 2013
By:
/s/ Ronald C. Foster
   
Name:
Ronald C. Foster
   
Title:
Chief Financial Officer and
Vice President of Finance

 

 
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INDEX TO EXHIBITS FILED WITH
 
THE CURRENT REPORT ON FORM 8-K DATED JULY 31, 2013
 
Exhibit No.
 
Description
99.1
 
Press Release issued on July 31,  2013
 

 
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EXHIBIT 99.1
 
FOR IMMEDIATE RELEASE
 
 
Contacts:
Kipp A. Bedard
Daniel Francisco
 
Investor Relations
Media Relations
 
kbedard@micron.com
dfrancisco@micron.com
 
(208) 368-4465
(208) 368-5584


Nobuaki Kobayashi, Elpida Trustee, Attorney-at-Law
Takao Adachi, Director and Executive Officer, Elpida Public Relations
+81-3-3281-1500

MICRON AND ELPIDA ANNOUNCE CLOSING
OF SPONSOR AGREEMENT TRANSACTIONS

Micron Increases Global Scale and Enhances DRAM Portfolio
Micron Also Acquires Rexchip Shares from Powerchip

BOISE, Idaho, and TOKYO, July 31, 2013 – Micron Technology, Inc. (Nasdaq: MU) ("Micron") and Elpida Memory, Inc. ("Elpida") trustees announced today the closing of Micron’s acquisition of 100 percent of Elpida’s equity, pursuant to a Sponsor Agreement entered into on July 2, 2012 in connection with Elpida's corporate reorganization proceedings conducted under the jurisdiction of the Tokyo District Court. In a related transaction, Micron also announced today the completion of its acquisition of a 24 percent share of Rexchip Electronics Corporation from Powerchip Technology Corporation and certain of its affiliates. The transactions will be recorded for accounting purposes as being effective at 11:59 p.m., Tokyo time, on July 31, 2013.

Elpida's assets include a 300 millimeter (mm) DRAM fabrication facility located in Hiroshima, Japan; an approximate 65 percent ownership interest in Rexchip, whose assets include a 300mm DRAM fabrication facility located in Taiwan; and a 100 percent ownership interest in Akita Elpida Memory, Inc., whose assets include an assembly and test facility located in Akita, Japan. Together with the Rexchip shares acquired from Powerchip, Micron will control approximately 89 percent of Rexchip's outstanding shares and 100 percent of Rexchip product supply. The manufacturing assets of Elpida and Rexchip together can produce more than 185,000 300mm wafers per month, which represents an approximate 45 percent increase in Micron's current manufacturing capacity.

 
 

 


Using its advanced technologies, Elpida has built a strong presence in Mobile DRAM, targeting mobile phones and tablets. Micron is a leader in delivering enterprise DRAM solutions for networking and servers as well as offering a wide product portfolio in NAND flash memory and NOR. Combining the two complementary product portfolios will further strengthen Micron's position in the memory market and enable it to provide customers with an even more complete set of high-quality solutions.
 
“We are pleased to bring together Elpida with Micron to form the industry’s leading pure-play memory company. This combination will result in enhanced R&D and manufacturing scale, significant cost and production synergies and a stronger memory product portfolio to provide solutions to our customers,” said Micron CEO Mark Durcan.

Yukio Sakamoto, CEO, President and co-trustee of Elpida, said, “This transaction is a strong testament to the value of Elpida's technologies, products and people, and it will result in a combined organization that can best serve customers with broader memory solutions, strength and scale.”

Effective with the closing, Mr. Sakamoto announced his resignation from Elpida. Micron and Elpida announced that Yoshitaka Kinoshita will replace Mr. Sakamoto as the President, Representative Director and Business Trustee of Elpida and become the President of Micron Japan.

“I want to personally thank Sakamoto-san for his strong leadership of Elpida and for his efforts in helping bring Elpida and Micron together. I look forward to working with Kinoshita-san as we seek to strengthen our combined teams,” said Durcan.

About Elpida
Elpida Memory, Inc. is a leading manufacturer of Dynamic Random Access Memory (DRAM) integrated circuits. The company's design, manufacturing and sales operations are backed by world class technological expertise. Its 300mm manufacturing facilities, consisting of its Hiroshima Plant and a Taiwan-based joint venture, Rexchip Electronics, utilize the most advanced manufacturing technologies available. Elpida's portfolio features such

 
 
 

 


 characteristics as high-density, high-speed, low power and small packaging profiles. The company provides DRAM solutions across a wide range of applications, including personal computers, servers, mobile devices and digital consumer electronics. More information can be found at http://www.elpida.com .

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 a full range of DRAM, NAND and NOR flash memory, as well as other innovative memory technologies, packaging solutions and semiconductor systems for use in leading-edge computing, consumer, networking, embedded 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.
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