8-KMaterial AgreementsOther EventsExhibits & Filings

MICRON TECHNOLOGY INC 8-K Report, Material Agreement (Jun 5, 2006)

Filed June 5, 2006For Securities:MU

Summary

Micron Technology, Inc. (MU) filed an 8-K on June 5, 2006, reporting a material amendment to its merger agreement with Lexar Media, Inc. The primary change involves an increase in the exchange ratio for Lexar's common stock, raising it from 0.5625 to 0.5925 shares of Micron common stock per Lexar share. This adjustment is significant for Lexar shareholders as it increases the value they will receive in the proposed acquisition. The amendment also modifies the treatment of Lexar stock options. Specifically, options with an exercise price above a certain threshold will be terminated, while others will be assumed by Micron. This detail is important for understanding the complete impact of the merger on Lexar's employee equity and potential dilution for Micron shareholders. Investors should review the detailed filings for a comprehensive understanding of these terms.

Key Highlights

  • 1Micron Technology entered into a Second Amendment to its Agreement and Plan of Merger with Lexar Media, Inc. on June 4, 2006.
  • 2The exchange ratio for Lexar common stock in the merger has been increased from 0.5625 to 0.5925 shares of Micron common stock per Lexar share.
  • 3Certain Lexar stock options with exercise prices above a defined threshold will be terminated as part of the merger.
  • 4Lexar stock options not subject to termination will be assumed by Micron.
  • 5The filing references a press release issued on June 5, 2006, as an additional event.
  • 6Investors are directed to review the definitive proxy statement/prospectus on Form S-4 for more detailed information on the merger.
  • 7Contact information for investor relations at both Micron and Lexar is provided for obtaining further documentation.

Frequently Asked Questions

The primary change is an increase in the exchange ratio, meaning Lexar Media shareholders will now receive 0.5925 shares of Micron common stock for each share of Lexar common stock they own, up from the previously agreed-upon 0.5625 shares.

Lexar stock options with an exercise price above a specific threshold (greater of $9.54 or 0.5925 times Micron's closing stock price on the day before the merger) will be terminated. All other unexpired and unexercised outstanding Lexar stock options will be assumed by Micron.

Investors can find detailed information, including a definitive proxy statement/prospectus, in the Registration Statement on Form S-4 filed by Micron and Lexar with the SEC. Free copies of these documents can be obtained from the SEC's website or by contacting the Investor Relations departments of Micron and Lexar.

The increase in the exchange ratio will result in a higher number of Micron shares being issued to Lexar shareholders, thus increasing the overall cost of the acquisition for Micron. Investors should assess the strategic benefits of the merger against this increased cost.