【精實新聞 /記者 賴宏昌 報導/2010-02-10 09:52:02 】

意法半導體(STMicroelectronics)9日宣布,該公司與合資伙伴英特爾(Intel Corporation)、私募股權基金Francisco Partners L.P.已經與美光科技(Micron Technology Inc.)簽訂最終協議。根據協議內容,美光將以總計達1.40億股普通股收購NOR Flash大廠恆憶(Numonyx B.V.)。恆憶是在2008年3月30日由意法半導體、英特爾以及Francisco Partners合資成立。

協議內容顯示,如果美光股價在交易完成前兩天起算的20個交易日均價低於9.00美元,美光必須再額外發行1千萬股普通股給恆憶三大股東作為跌價賠償。交易完成後美光/恆憶將與意法共享位於義大利Agrate的「R2」技術研發/生產設施。

美光表示上述交易大約相當於12.7億美元,預計在3-6個月內完成。美光9日在正常盤上漲1.91%,收9.08美元;盤後下跌0.22%至9.06美元。在完成收購恆憶後美光將成為同時擁有DRAM、NAND以及NOR技術的記憶體晶片大廠。

EE Times.com日前引述一位不具名分析師報導,美光收購恆憶的動機是為了滿足諾基亞(Nokia)等客戶的一站式購足需求。總部設立在瑞士的Numonyx是一家非揮發性記憶體大廠。意法半導體、英特爾各持有Numonyx 48.6%、45.1%的普通股股權,而私募股權基金Francisco Partners L.P.則是取得6.3%股權(可轉換優先股)。

根據2007年5月22日公佈的協議,英特爾將分割旗下NOR型快閃記憶體事業以及相變化記憶體的相關資產/資源給Numonyx,而意法也將分割旗下的NOR型/NAND型快閃記憶體資產以及PCM資源給Numonyx。

三星電子(Samsung Electronics Co., Ltd.)、恆憶在去年6月宣布兩家公司將聯手制訂相變化記憶體(Phase Change Memory, PCM)的共同規格。PCM的特色在於讀寫速度非常快,且耗電量低於傳統的NOR、NAND快閃記憶體。三星與美光為DRAM、NAND市場競爭對手,上述合作協議在美光入主後是否會生變值得觀察。


Micron to acquire Numonyx for $1.27 billion
Mark LaPedus
(02/09/2010 8:50 H EST)
URL: http://www.eetimes.com/showArticle.jhtml?articleID=222700641  
  
 SAN JOSE, Calif. -- As expected, Micron Technology Inc. has agreed to acquire Numonyx Holdings B.V. in a stock transaction valued at $1.27 billion.
 There have been rumors circulating about this deal since late last year. The deal now propels Micron (Boise, Ida.) into the NOR and phase-change memory (PCM) sectors. Micron also expands its thrust into NAND flash.
 Numonyx (Geneva) is the world's largest NOR flash supplier, but it is a niche player in NAND. The company is a pioneer in PCM. In NAND, Numonyx has a partnership with Hynix Semiconductor Inc., which will likely end as a result of this deal.
 With the deal, Micron ''becomes an integrated memory provider spanning DRAM, NAND and NOR comparable in breadth to Samsung and gain a new memory technology, PCM which has the potential to replace NAND and DRAM,'' said Gregory Wong, an analyst with Forward Insights.
 "Acquiring Numonyx brings together two memory leaders and positions Micron to offer the most comprehensive, cost-competitive solutions in the industry to a broad range of customers and end-markets," said Steve Appleton, chairman and CEO of Micron, in a statement.
 Intel Corp. may have brokered the deal, some speculated. For some time, Intel has been backing two flash ventures: Numonyx and IM Flash Technologies LLC. IM Flash is a joint NAND partnership between Intel and Micron.
 To back two flash ventures makes little sense for Intel. Formed in 2008, Numonyx is the memory spin-off of Intel and STMicroelectronics. STMicroelectronics holds a 49 percent stake in Numonyx, Intel has 45 percent and Francisco Partners owns 6 percent. The new venture is selling NOR, NAND and phase-change memory, based on technology from Ovonyx Inc.
 Under the terms of the agreement, Micron will issue 140 million Micron common shares to Numonyx shareholders, Intel, STMicroelectronics and Francisco Partners. Up to 10 million additional Micron common shares will be issued ratably to Numonyx shareholders to the extent the volume weighted average price of Micron shares for the 20 trading days, ending two days prior to the close of the transaction, ranges between $7.00 and $9.00 per share.
 Micron currently estimates that the transaction would be accretive to the company on both free-cash flow and non-GAAP earnings beginning fiscal year 2011. In addition, it is anticipated that the Numonyx balance sheet will be debt-free following closing.
 The transaction is subject to regulatory review and other customary closing conditions and is currently anticipated to close within three to six months.


Micron to Acquire Chipmaker Numonyx for $1.27 Billion


URL: http://www.businessweek.com/news/2010-02-09/micron-to-acquire-chipmaker-numonyx-for-1-27-billion-update1-.html

February 09, 2010, 08:24 PM EST More From Businessweek

By Ian King

Feb. 9 (Bloomberg) -- Micron Technology Inc., the biggest U.S. producer of computer memory, agreed to buy chipmaker Numonyx Holdings BV for about $1.27 billion.

Micron will issue 140 million shares to Numonyx’s investors -- Intel Corp., STMicroelectronics NV and Francisco Partners -- according to a statement today. Boise, Idaho-based Micron also will give as many as 10 million additional shares to Numonyx shareholders depending on the stock price.

Micron gains access to Numonyx’s Nor-type flash chips, which go into mobile phones. Handset makers increasingly want to buy packages of different types of semiconductors, giving an edge to a company with a broader range of products, said Betsy Van Hees, a Wedbush Morgan Securities analyst in San Francisco.

“By acquiring Numonyx and its Nor technology, they’re going to be a dominant force in the mobile handset market by their ability to offer multichip packages,” said Van Hees, who has an “outperform” rating on Micron’s stock. “This bodes very well for Micron’s position.”

Micron rose 17 cents, or 1.9 percent, to $9.08 today in New York Stock Exchange trading. The shares have dropped 14 percent this year.

‘Most Comprehensive’

“Acquiring Numonyx brings together two memory leaders and positions Micron to offer the most comprehensive, cost- competitive solutions in the industry to a broad range of customers,” Micron CEO Steve Appleton said in the statement.

Intel, which created Numonyx by spinning off its Nor flash business into a joint venture with STMicroelectronics, had planned to sell shares in Numonyx to the public. Last year’s recession ended those plans, said Chuck Mulloy, a spokesman for Santa Clara, California-based Intel.

“We think that the combination of the two companies will create a leading market participation in the memory space,” Mulloy said in an interview. “We had hoped for an IPO as a viable exit strategy.”

Nor flash memory is used in mobile phones and handheld gadgets to store the programs that run the devices. Micron also makes Nand flash memory, in a joint venture with Intel, a type of chip that stores data in products such as Apple Inc.’s iPhone.


Micron to buy Numonyx in $1.3 billion stock deal

URL:http://news.yahoo.com/s/ap/20100210/ap_on_hi_te/us_micron_technology_numonyx_2

BOISE, Idaho – Micron Technology says it plans to buy fellow memory chip maker Numonyx in an all-stock transaction the companies value at $1.27 billion.

Micron plans to issue 140 million shares to Numonyx shareholders, Francisco Partners and chip makers Intel Corp. and STMicroelectronics NV. Numonyx was created by the three companies in 2008.

Micron will issue up to 10 million additional shares to Numonyx shareholders, depending on Micron's average share price for 20 trading days. The transaction is expected to close within three to six months pending regulatory approval, Micron says.

Micron expects the transaction to add to its earnings beginning in 2011.

Micron, based in Boise, Idaho, makes memory chips for mobile phones, cameras and other electronics.


Micron Announces Agreement to Acquire Numonyx
Transaction Broadens Product Portfolio, Expands Manufacturing and Development Scale and Increases Customer Reach


URL:http://www.idahostatesman.com/newsupdates/story/1073964.html

Boise, Idaho and Geneva , 2010年2月9日 – Micron Technology, Inc. (NASDAQ: MU), and Numonyx Holdings B.V. announced today that the companies have signed a definitive agreement under which Micron has agreed to acquire privately held Numonyx in an all-stock transaction valuing Numonyx at approximately $1.27 billion USD.

Under the terms of the agreement, Micron will issue 140 million Micron common shares to Numonyx shareholders, Intel Corporation, STMicroelectronics, N.V. and Francisco Partners. Up to 10 million additional Micron common shares will be issued ratably to Numonyx shareholders to the extent the volume weighted average price of Micron shares for the 20 trading days, ending two days prior to the close of the transaction, ranges between $7.00 and $9.00 per share.

The transaction further strengthens Micron’s position as one of the world’s leading memory companies, with a broad portfolio of DRAM, NAND and NOR memory products and strong expertise in developing and supporting memory system solutions. Micron would also gain increased manufacturing scale globally and access to Numonyx’s customer base, providing significant opportunities to increase multi-chip offerings in the embedded and mobile markets.

“Acquiring Numonyx brings together two memory leaders and positions Micron to offer the most comprehensive, cost-competitive solutions in the industry to a broad range of customers and end-markets,” said Steve Appleton, Chairman and CEO of Micron.
“We believe the opportunity for Numonyx to join with Micron will deliver a clear advantage for our customers and our employees,” said Brian Harrison, President and CEO of Numonyx. “This announcement is a strong testimony to the value of Numonyx technologies, products and people. The result will be a strong company that can best serve our target market segments and customers by delivering enhanced memory solutions, strength and scale. It is good for Numonyx and good for Micron.”

Micron currently estimates that the transaction would be accretive to the company on both free-cash flow and non-GAAP earnings beginning fiscal year 2011. In addition, it is anticipated that the Numonyx balance sheet will be debt-free following closing.

The transaction is subject to regulatory review and other customary closing conditions and is currently anticipated to close within three to six months.

Conference Call Details
Micron will host a conference call today at 6:00 p.m. MST to discuss the transaction. The call, audio and slides will be available online at http://www.micron.com/investors/conference. A webcast replay will be available on the company’s web site until Feb. 9, 2011. Information regarding the taped audio replay of the conference call will also be available on www.micron.com beginning at 9:00 p.m. MST.

About Micron
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, 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 NASDAQ under the MU symbol. To learn more about Micron Technology, Inc., visit www.micron.com.

About Numonyx
Numonyx provides a full complement of integrated NOR, NAND, RAM and Phase Change non-volatile memory technologies and products to meet the increasingly sophisticated needs of customers in the cellular, data and embedded markets. Numonyx is dedicated to providing high density, low power memory technologies and packaging solutions to a global base of customers. Additional information about Numonyx is available at www.numonyx.com.

Micron and the Micron orbit logo are trademarks of Micron Technology, Inc. All other trademarks are the property of their respective owners.

This press release contains forward-looking statements regarding the impact of the acquisition on Micron’s results and operations and the timing of the closing. Actual events or results may differ materially from those contained in the forward-looking statements. Please refer to the documents Micron files on a consolidated basis from time to time with the Securities and Exchange Commission, specifically Micron's most recent Form 10-K and Form 10-Q. These documents contain and identify important factors that could cause the actual results for Micron on a consolidated basis to differ materially from those contained in our forward-looking statements (see Certain Factors). Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

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