8-KMaterial AgreementsSecurities & ListingRegulation FD+1

MICRON TECHNOLOGY INC 8-K Report, Material Agreement (Feb 11, 2010)

Filed February 11, 2010For Securities:MU

Summary

Micron Technology, Inc. (MU) announced a significant development via an 8-K filing on February 10, 2010, detailing the entry into a Share Purchase Agreement to acquire Numonyx Holdings B.V. from Intel, STMicroelectronics, and others. This strategic move involves Micron issuing approximately 140 million shares of its common stock, subject to a potential adjustment, as consideration for Numonyx. The acquisition is expected to close within three to six months, pending regulatory approvals in several key jurisdictions and the repayment of Numonyx's existing credit facility.

Key Highlights

  • 1Micron to acquire Numonyx Holdings B.V. through a share purchase agreement.
  • 2Consideration for the acquisition is approximately 140 million shares of Micron common stock, with a potential adjustment based on Micron's stock price.
  • 3The transaction is structured as a private placement under Section 4(2) of the Securities Act.
  • 4Closing of the acquisition is contingent upon obtaining regulatory approvals from multiple countries (U.S., China, South Korea, Taiwan, Israel, Germany/EU).
  • 5Numonyx's outstanding credit facility must be repaid in full before the closing.
  • 6The agreement includes termination rights for both parties under specific conditions, including a material adverse effect or a decline in Micron's share price below a certain threshold.
  • 7Associated agreements address Micron's involvement with the Hynix-Numonyx Semiconductor Ltd. joint venture and cost-pooling arrangements in Italy.

Frequently Asked Questions

This 8-K filing announces Micron Technology's entry into a material definitive agreement to acquire Numonyx Holdings B.V., outlining the key terms and conditions of the transaction.

Micron is acquiring all outstanding capital stock of Numonyx Holdings B.V. The consideration is approximately 140 million shares of Micron common stock, with a possible adjustment of up to 10 million additional shares based on Micron's stock trading price prior to closing.

The closing is subject to several conditions, including obtaining regulatory approvals in the U.S., China, South Korea, Taiwan, Israel, and either Germany or the European Union. Additionally, Numonyx's outstanding credit facility must be fully repaid.

The Share Purchase is currently anticipated to close within a timeframe of three to six months from the filing date.