8-KMaterial Agreements

MICRON TECHNOLOGY INC 8-K Report, Material Agreement (Jan 15, 2010)

Filed January 15, 2010For Securities:MU

Summary

Micron Technology Inc. (MU) filed an 8-K on January 15, 2010, detailing an amendment to its Joint Venture Agreement with Nanya Technology Corporation (NTC) concerning their ownership and operational arrangements for Inotera Memories, Inc. (Inotera). The original agreement, established in November 2008, outlined the joint control over Inotera's board of directors and the allocation of its manufacturing output, generally on a 50-50 basis between Micron's subsidiary (MNL) and NTC. This amendment, entered into on January 11, 2010, modifies key provisions related to director designations, output allocation adjustments based on ownership changes, and the triggers for buy/sell provisions. These adjustments aim to refine the governance and economic terms of the Inotera joint venture, reflecting potential shifts in ownership stakes or operational dynamics. Investors should monitor how these revised terms impact Micron's strategic flexibility and its ongoing relationship with NTC concerning Inotera's operations and output.

Key Highlights

  • 1Amendment to the Joint Venture Agreement for Inotera Memories, Inc. (Inotera) between Micron Semiconductor, B.V. (MNL) and Nanya Technology Corporation (NTC).
  • 2Original Joint Venture Agreement established in November 2008 governs board designations and output allocation for Inotera.
  • 3The amendment, effective January 11, 2010, revises ownership thresholds affecting director designations.
  • 4The amended agreement adjusts the conditions under which output allocation from Inotera can be modified.
  • 5Buy/sell provisions within the joint venture agreement have been updated, including triggers related to ownership thresholds and potential breaches or deadlocks.
  • 6The agreement generally provided for MNL and NTC to purchase all of Inotera's output on a 50-50 basis, subject to adjustments.

Frequently Asked Questions

This 8-K filing announces an amendment to the existing Joint Venture Agreement between Micron Technology's subsidiary (MNL) and Nanya Technology Corporation (NTC) concerning their joint venture in Inotera Memories, Inc. (Inotera).

The amendment primarily modifies the ownership thresholds that determine the parties' rights to designate directors on Inotera's board, the conditions for adjusting the allocation of Inotera's output, and the specific triggers for invoking buy/sell provisions within the agreement.

Originally, both MNL and NTC could each designate five of Inotera's twelve directors, with the number adjustable based on ownership. They also agreed to purchase all of Inotera's output, generally on a 50-50 basis, which could also be adjusted based on ownership changes.

These amendments refine the governance and operational dynamics of the Inotera joint venture. Investors should consider how the revised terms might impact Micron's control, flexibility in managing its investment in Inotera, and the overall efficiency of Inotera's manufacturing output allocation. Changes to buy/sell provisions could also indicate potential future structural adjustments in the joint venture.