Lexar Media (NASDAQ:LEXR)
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Lexar Media, Inc. (Nasdaq: LEXR) today announced that
the Superior Court of the State of California, County of Alameda has
denied a motion for a preliminary injunction seeking to enjoin Lexar's
special meeting of stockholders. As a result, Lexar's special meeting
of stockholders to vote on the proposed merger with Micron Technology,
Inc. (NYSE: MU) will proceed as scheduled on June 2, 2006 at 8:00
a.m., PST, at the Fremont Marriott, 46100 Landing Parkway, Fremont,
CA. Subject to stockholder approval, the transaction is expected to
close as soon as practicable after the special meeting.
On March 8, 2006, Lexar and Micron entered into a definitive
merger agreement under which Micron would acquire all of the
outstanding common stock of Lexar in a stock-for-stock merger. Under
the terms of the agreement, each outstanding share of Lexar common
stock would receive 0.5625 shares of Micron common stock.
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.
Lexar stockholders are encouraged to read the definitive proxy
statement/prospectus related to the proposed merger with Micron in its
entirety as it provides, among other things, a detailed discussion of
the process that led to the proposed merger 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 timing of the special
meeting of Lexar stockholders and the completion of the proposed
merger. 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 transaction will not close or that
the closing may be delayed. Readers should also refer to the risk
factors described in Lexar's filings with the SEC, including Lexar's
most recently filed Form 10-Q, as well as the risk factors contained
in the definitive proxy statement/prospectus relating to the proposed
merger with Micron. Lexar assumes no obligation to update the
information in this release.
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.