Lexar Media (NASDAQ:LEXR)
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Micron Technology, Inc., (NYSE: MU) and Lexar Media,
Inc., (NASDAQ: LEXR) today announced that they have entered into a
definitive agreement for Micron to acquire Lexar in a stock-for-stock
merger. Under terms of the agreement, each outstanding common share of
Lexar will receive 0.5625 shares of Micron stock. Micron anticipates
issuing shares in exchange for 81.6 million Lexar shares outstanding.
Additional Micron shares will be issued upon the exercise of assumed
stock options.
The acquisition will strengthen Micron's position in the NAND
flash business and enable the company to deliver innovative NAND flash
solutions from design, development and manufacturing to marketing and
sales of products to worldwide consumers and device manufacturers. The
merger is designed to combine Micron's technology and manufacturing
leadership in NAND flash memory with Lexar's leadership in NAND
controller and system design technology, brand recognition and retail
channel strength to create a vertically integrated entity fully
focused on the NAND business.
"With this acquisition, Micron will have a complete package of
NAND memory solutions for our customers," said Steve Appleton, Micron
chairman, CEO and president. "Together with our NAND designs,
technology, manufacturing capability and distribution channels, Micron
is in a strong position to serve the flash storage requirements of
consumer electronics and enterprise customers."
"Through this acquisition, we expect to better align Lexar's cost
structure with business conditions and increase our development and
go-to-market scale in order to compete more effectively," said Eric
Stang, Lexar chairman, CEO and president. "By merging with Micron,
Lexar can achieve significant cost synergies and become better
positioned to satisfy customer needs and establish faster growth,
especially in new emerging mobile handset and solid-state computing
businesses. We view this as an exciting opportunity for our company
and its shareholders."
The transaction is subject to regulatory review, Lexar stockholder
approval and other customary closing conditions. Completion of the
merger is expected by the end of the third calendar quarter. Upon
closing, Lexar, as a continuing entity, will become a wholly-owned
subsidiary of Micron, and Lexar's stock will cease trading on the
NASDAQ stock market.
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. The company holds
over 94 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 brand. Headquartered in
Fremont, Calif., Lexar has operations in countries around the world.
More information is available at www.lexar.com.
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.
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.
This press release contains forward-looking statements that
involve risks and uncertainties concerning Micron's proposed
acquisition of Lexar Media, Inc., Micron's expected financial
performance, as well as Micron's strategic and operational plans.
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; the reaction of customers of Micron and Lexar to the
transaction; Micron's ability to successfully integrate Lexar's
operations and employees; and general economic conditions. In
addition, please refer to the documents that Micron and Lexar file
with the Securities and Exchange Commission on Forms 10-K, 10-Q and
8-K. The filings by each of Micron and Lexar identify and address
other important factors that could cause their respective financial
and operational 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 and Lexar intend to file with the SEC a prospectus/proxy
statement and other relevant materials in connection with the proposed
acquisition of Lexar by Micron pursuant to the terms of an Agreement
and Plan of Merger by and among Micron, March 2006 Merger Corp., a
wholly-owned subsidiary of Micron, and Lexar. The prospectus/proxy
statement will be mailed to the stockholders of Lexar. Investors and
security holders of Lexar are urged to read the prospectus/proxy
statement and the other relevant materials when they become available
because they will contain important information about Micron, Lexar
and the proposed merger. The prospectus/proxy statement and other
relevant materials (when they become available), 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 Investor Relations, Diane Carlini, (510) 580-5604. Investors and
security holders of Lexar are urged to read the prospectus/proxy
statement and the other relevant materials when they become available
before making any voting or investment decision with respect to the
proposed merger.
Micron, Steven Appleton, Micron's Chairman, Chief Executive
Officer and President, and certain of Micron's other executive
officers may be deemed to be participants in the solicitation of
proxies of Lexar stockholders in connection with the proposed merger.
Investors and security holders may obtain more detailed information
regarding the names, affiliations and interests of Mr. Appleton and
certain of Micron's other executive officers in the solicitation by
reading the prospectus/proxy statement when it becomes available.
Lexar, Eric Stang, Lexar's Chairman, Chief Executive Officer and
President, and Lexar's other directors and executive officers may be
deemed to be participants in the solicitation of proxies of Lexar
stockholders in connection with the proposed merger. Such individuals
may have interests in the proposed merger, including as a result of
holding options or shares of Lexar common stock. Investors and
security holders may obtain more detailed information regarding the
names, affiliations and interests of Mr. Stang and Lexar's other
directors and executive officers in the solicitation by reading the
prospectus/proxy statement when it becomes available.