8-KAcquisitions & DispositionsMaterial AgreementsSecurities & Listing+1

MICRON TECHNOLOGY INC 8-K Report, Material Agreement (May 13, 2010)

Filed May 13, 2010For Securities:MU

Summary

Micron Technology, Inc. (MU) has filed an 8-K report detailing the consummation of its Share Purchase Agreement with Intel Corporation, Intel Technology Asia Pte Ltd, STMicroelectronics N.V., Redwood Blocker S.a.r.l., and PK Flash, LLC. This transaction involved Micron acquiring all outstanding shares of Numonyx Holdings B.V. for a total consideration of 137,710,146 shares of Micron common stock. The acquisition was completed on May 7, 2010. This move signifies a significant step in Micron's strategic growth and consolidation within the semiconductor industry. In conjunction with the acquisition, Micron entered into a Stockholder Rights and Restrictions Agreement (SHRRA) with the sellers. This agreement outlines terms related to the resale of the issued Micron shares, including provisions for Micron to file a registration statement under certain conditions and within a specific timeframe. The SHRRA also imposes a six-month lock-up period on the transfer of shares by the sellers and includes standstill restrictions, limiting the sellers' ability to acquire more Micron securities or influence the company's governance until May 7, 2013, or under other specified conditions. Some shares were placed in escrow as security for indemnity obligations.

Key Highlights

  • 1Micron Technology has successfully completed the acquisition of Numonyx Holdings B.V. on May 7, 2010.
  • 2The acquisition was financed through the issuance of 137,710,146 shares of Micron common stock to the sellers.
  • 3A Stockholder Rights and Restrictions Agreement (SHRRA) was entered into with the sellers, governing the resale of Micron shares.
  • 4The SHRRA includes provisions for Micron to potentially file a registration statement (Form S-3) for the resale of seller shares between November 7, 2011, and May 6, 2013.
  • 5Sellers are subject to a six-month lock-up period on the transfer of Micron shares.
  • 6Standstill restrictions are in place, preventing sellers from acquiring more Micron securities or influencing management until May 7, 2013, or other specified events.
  • 721,000,000 Micron shares are held in escrow for 12 months as security for seller indemnity obligations.

Frequently Asked Questions

The primary purpose of this 8-K filing was to announce the completion of Micron Technology's acquisition of Numonyx Holdings B.V. and to detail the material definitive agreements entered into in connection with this transaction, specifically the Stockholder Rights and Restrictions Agreement (SHRRA).

Micron financed the acquisition by issuing 137,710,146 shares of its own common stock to the sellers of Numonyx. Additionally, Micron assumed outstanding restricted stock units held by Numonyx employees.

The SHRRA impacts investors by outlining the conditions under which the acquired shares can be resold into the market. It includes a lock-up period and potential registration rights for the sellers, which could lead to future dilution if a significant number of shares are registered and sold. The standstill provisions also prevent the sellers from further influencing or acquiring control of Micron in the short to medium term.

The sellers are subject to a six-month lock-up period on their Micron shares, meaning they generally cannot transfer them until after this period. After the lock-up, and subject to specific conditions outlined in the SHRRA, they may be able to request Micron to register the shares for resale, which could occur between November 7, 2011, and May 6, 2013.