Lexar Media (NASDAQ:LEXR)
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Lexar Media, Inc. (Nasdaq: LEXR) today announced that it
has adjourned its special meeting of stockholders to Friday, June 16,
2006 at 2:00 p.m. PDT at Lexar's corporate headquarters at 47300
Bayside Parkway, Fremont, California. The record date for stockholders
entitled to vote at the special meeting remains April 28, 2006. Lexar
noted that stockholders that have previously voted may change their
vote, but need not vote again.
As previously announced, Micron Technology, Inc. (NYSE: MU) is
prepared to increase the exchange ratio that each outstanding share of
Lexar common stock would receive in the merger from 0.5625 shares of
Micron common stock to 0.5925 shares of Micron common stock, subject
to approval of the boards of directors of Micron and Lexar and subject
to Micron's determination that there is sufficient Lexar stockholder
support for the merger at the revised exchange ratio.
The meeting was adjourned to allow additional time for Lexar and
Micron to agree upon the terms of an amendment to the merger agreement
and, if one is entered into, to provide Lexar stockholders with
additional information related to such amendment and an opportunity to
review such information.
Lexar stockholders are reminded that their vote is important. A
failure to vote has the same effect as a vote against the adoption of
the merger agreement. Any stockholder who has not yet voted is urged
to vote FOR the adoption of the merger agreement. Stockholders may
vote their shares by telephone or by the Internet, and are advised
that if they have any questions or need any assistance in the
last-minute voting of their shares, they should contact Lexar's proxy
solicitor, Innisfree M&A Incorporated, toll-free at 877-456-3427.
As previously announced, on April 25, 2006, the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, in connection with Micron's proposed acquisition of Lexar,
expired.
Lexar stockholders are encouraged to read the definitive proxy
statement/prospectus related to the proposed merger with Micron, and
any update or amendment thereto, in its entirety as it provides, among
other things, a detailed discussion of the process that led to the
proposed merger and any amendment to the terms thereof and the reasons
behind Lexar's Board of Directors' unanimous recommendation that Lexar
stockholders vote FOR the adoption of the merger agreement.
About Lexar Media, Inc.
Lexar is a leading marketer and manufacturer of NAND flash memory
products including memory cards, USB flash drives, card readers and
ATA controller technology for the digital photography, consumer
electronics, industrial and communications markets. Lexar holds over
98 issued or allowed controller and system patents, and licenses its
technology to companies including Olympus Corporation, Samsung
Electronics Co., Ltd., SanDisk Corporation and Sony Corporation. Lexar
sells its memory cards worldwide and through an exclusive agreement,
also sells memory cards under the Kodak(R) brand. Headquartered in
Fremont, California, Lexar has operations in countries around the
world. More information is available at www.lexar.com.
Lexar and the Lexar logo are trademarks of Lexar Media, Inc. All
other trademarks are the property of their respective owners.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements that
involve risks and uncertainties concerning Micron's proposed
acquisition of Lexar Media, Inc., including the entry into an
amendment to the merger agreement between Micron and Lexar and the
timing of the special meeting of Lexar stockholders. Actual events or
results may differ materially from those described in this press
release due to a number of risks and uncertainties. The potential
risks and uncertainties include, among others, the possibility that
the merger agreement will not be amended, the transaction will not
close or that the closing may be delayed. In addition, please refer to
the documents that Micron and Lexar file with the Securities and
Exchange Commission on Forms S-4, 10-K, 10-Q and 8-K. The filings by
each of Micron and Lexar identify and address other important factors
that could cause actual results to differ materially from those
contained in the forward-looking statements set forth in this press
release. Micron and Lexar are under no duty to update any of the
forward-looking statements after the date of this press release to
conform to actual results.
Additional Information About the Merger and Where to Find It
Micron has filed a registration statement on Form S-4
(Registration No. 333-132757), as amended, containing a definitive
proxy statement/prospectus and other relevant materials in connection
with the proposed acquisition of Lexar by Micron. On May 4, 2006, the
definitive proxy statement/prospectus was mailed to Lexar stockholders
of record as of the close of business on April 28, 2006. Investors and
security holders of Lexar are urged to read the definitive proxy
statement/prospectus and the other relevant materials because they
contain important information about Micron, Lexar and the proposed
merger. The definitive proxy statement/ prospectus and other relevant
materials, and any other documents filed by Micron or Lexar with the
SEC, may be obtained free of charge at the SEC's web site at
www.sec.gov. In addition, investors and security holders may obtain
free copies of the documents filed with the SEC by Micron by
contacting Micron Investor Relations, Kipp Bedard, (208) 368-4465.
Investors and security holders may obtain free copies of the documents
filed with the SEC by Lexar by contacting Lexar Chief Financial
Officer, Michael Scarpelli, (510) 580-8730. Investors and security
holders of Lexar are urged to read the definitive proxy
statement/prospectus and the other relevant materials before making
any voting or investment decision with respect to the proposed merger.