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)
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MICRON
TECHNOLOGY, INC.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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1-10658
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75-1618004
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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8000
South Federal Way
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Boise,
Idaho 83716-9632
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(Address
of principal executive offices)
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(208)
368-4000
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(Registrant’s
telephone number, including area code)
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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
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Item
1.01.
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Entry
into a Material Definitive Agreement
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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.
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Item
3.02.
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Unregistered
Sales of Equity Securities
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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.
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Item
7.01.
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Regulation
FD Disclosure
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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
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Item
9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Description
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99.1
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Press
Release issued on February 9, 2010
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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.
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MICRON
TECHNOLOGY, INC.
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Date:
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February
10, 2010
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By:
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/s/
Ronald C. Foster
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Name:
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Ronald
C. Foster
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Title:
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Chief
Financial Officer and
Vice
President of Finance
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3
INDEX
TO EXHIBITS FILED WITH
THE
CURRENT REPORT ON FORM 8-K DATED FEBRUARY 9, 2010
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Exhibit No.
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Description
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99.1
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Press
Release issued on February 9,
2010
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4
EXHIBIT
99.1
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Contacts:
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Daniel
Francisco
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Mark
Miller
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Micron
Technology
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Numonyx
B.V.
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(208)
368-5584
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916-380-2090
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dfrancisco@micron.com
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mark.miller@numonyx.com
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Chuck
Mulloy
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Tom
Ludwig
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Intel
Corporation
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Francisco
Partners
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408-765-3484
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415-418-2930
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cmulloy@intel.com
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ludwig@franciscopartners.com
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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.