Lexar Media (NASDAQ:LEXR)
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Micron Technology, Inc. (NYSE: MU) and Lexar Media, Inc.
(Nasdaq: LEXR) today announced that the Securities and Exchange
Commission (SEC) has declared effective the Registration Statement on
Form S-4, as amended, relating to the proposed merger between Micron
and Lexar.
As previously announced, on June 5, 2006, the boards of directors
of each of Micron and Lexar unanimously approved, and Micron and Lexar
executed, an amendment to their merger agreement on June 4, 2006
providing for an increase in the exchange ratio that each outstanding
share of Lexar common stock would receive in the merger to 0.5925
shares of Micron common stock from 0.5625 shares of Micron common
stock. Also as previously announced, the special meeting of Lexar's
stockholders called to approve the merger has been adjourned to June
16, 2006 at 2:00 p.m., local time, at Lexar's corporate headquarters
at 47300 Bayside Parkway, Fremont, California.
Lexar stockholders of record as of the close of business on April
28, 2006 remain entitled to vote at the reconvened special meeting of
Lexar stockholders and will be mailed supplementary materials
describing the increase in the exchange ratio and the reconvened
special meeting as soon as practicable. A copy of the proxy
statement/prospectus and the supplementary materials is also available
on the SEC's website: www.sec.gov and Lexar's website: www.lexar.com.
Lexar noted that stockholders that have previously voted may change
their vote, but need not vote again. Subject to stockholder approval,
the transaction is expected to close as soon as practicable after the
reconvened special meeting.
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. The merger remains subject to other customary closing
conditions, including approval by Lexar stockholders.
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, as amended. Any stockholder who has not yet
voted is urged to vote FOR the adoption of the merger agreement, as
amended. 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 and the supplementary materials 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, as amended.
About Micron Technology, Inc.
Micron Technology, Inc. is one of the world's leading providers of
advanced semiconductor solutions. Through its worldwide operations,
Micron manufactures and markets DRAMs, NAND flash memory, CMOS image
sensors, other semiconductor components, and memory modules for use in
leading-edge computing, consumer, networking, and mobile products.
Micron's common stock is traded on the New York Stock Exchange (NYSE)
under the MU symbol. To learn more about Micron Technology, Inc.,
visit www.micron.com.
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.
Micron and the Micron orbit logo are trademarks of Micron
Technology, Inc. Lexar and the Lexar logo are trademarks of Lexar
Media, Inc. All other trademarks are the property of their respective
owners.
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 closing of the 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. 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 registration statements on Form S-4 (Registration
Nos. 333-132757 and 333-134799), each as amended, containing a
definitive proxy statement/prospectus, a supplement thereto 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. On or about June 9, 2006
supplementary materials describing the increase in the exchange ratio
and the reconvened special meeting will be 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 as updated 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.