Micron Technology, Inc. and Lexar Media, Inc. Amended Merger Registration Statement Declared Effective; Special Meeting Of Lexa
June 08 2006 - 7:29PM
Business Wire
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.
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