file8-k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
October
11, 2008
Date of
Report (date of earliest event reported)
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MICRON
TECHNOLOGY, INC.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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1-10658
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75-1618004
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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8000
South Federal Way
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Boise,
Idaho 83716-9632
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(Address
of principal executive offices)
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(208)
368-4000
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(Registrant’s
telephone number, including area code)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4c))
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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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On
October 11, 2008, Micron Technology, Inc. (“Micron”) and Micron Semiconductor,
B.V. (“MSB”), a wholly-owned subsidiary of Micron, entered into a Share Purchase
Agreement (the “Purchase Agreement”) with Qimonda AG (“Qimonda”) and Qimonda
Holding B.V. (collectively with Qimonda, the “Sellers”) pursuant to which, upon
the terms and subject to the conditions of the Purchase Agreement, (i) MSB will
purchase 1,184,088,059 shares of common stock of Inotera Memories, Inc.
(“Inotera”) held by the Sellers (the “Primary Shares”) and (ii) Qimonda will
sell 4,483,800 shares of Inotera held by Qimonda (the “Secondary Shares” and
collectively with the Primary Shares, the “Shares”) on the Taiwan Stock Exchange
and remit the proceeds of such sale to MSB ((i) and (ii) collectively, the
“Transaction”). The Shares represent all of the shares of capital
stock of Inotera held by the Sellers. Upon the terms and subject to
the conditions of the Purchase Agreement, the sale and purchase of the Primary
Shares will occur in two closings (the “First Closing” and “Second Closing,”
respectively). Promptly following the Second Closing, Qimonda will
sell the Secondary Shares as described above. The aggregate gross
consideration payable to the Sellers in connection with the Transaction is $400
million.
The
consummation of the First Closing is subject to various closing conditions,
including but not limited to receipt of regulatory approvals from the German
Federal Cartel Office and the Investment Commission of the Ministry of Economic
Affairs of Taiwan with respect to the Shares to be sold at the First
Closing. The consummation of the Second Closing also is subject to
various closing conditions, including but not limited to, approval by the
antitrust competition authorities of Taiwan, and, if not previously obtained in
connection with the First Closing, receipt of regulatory approvals from the
German Federal Cartel Office and the Investment Commission of the Ministry of
Economic Affairs of Taiwan with respect to the Shares to be sold at the Second
Closing.
Micron
has obtained financing commitments aggregating $285 million, the proceeds of
which will be used to provide funds to consummate the Second Closing and to
replenish in part cash used for the First Closing. Receipt of such
financing is a condition precedent to consummation of the Second
Closing.
The
Purchase Agreement contains certain termination rights for both Micron on the
one hand and the Sellers on the other, including, after the First Closing,
termination at the election of either of them if the conditions precedent to the
Second Closing have not occurred (or been waived in accordance with the Purchase
Agreement) as of the close of business on January 31, 2009.
In
connection with the Transaction, Micron, MSB and Nanya Technology Corporation
(“Nanya”) have entered into a memorandum of understanding setting forth the
parties’ expectations with regard to a new joint venture concerning
Inotera. The Purchase Agreement provides that no later than the
Second Closing, Micron and Nanya shall have entered into a joint venture
agreement (the “Joint Venture Agreement”) and related ancillary agreements on
terms consistent with such memorandum of understanding.
In
connection with the Transaction, Micron has entered into the following
agreements:
Transition
Agreement
Micron,
Nanya, Qimonda and Inotera entered into a Transition Agreement, effective as of
October 11, 2008, which provides for certain agreements and undertakings with
respect to, among other things, (i) the operation and conduct of the business of
Inotera from the effective date of the Transition Agreement until the Second
Closing, (ii) the transition of the Sellers’ share ownership in Inotera to
Micron pursuant to the Purchase Agreement, (iii) the implementation of the terms
of and the consummation of the transactions contemplated by the Purchase
Agreement, the agreements referenced below and related Transaction agreements,
and (iv) the transition to the Joint Venture Agreement and related ancillary
agreements.
The
Transition Agreement terminates automatically in the event (i) the Purchase
Agreement terminates prior to the First Closing in accordance with the terms
thereof, (ii) the obligations of Micron and Qimonda to consummate the Second
Closing terminate pursuant to the terms of the Purchase Agreement or (iii) the
Second Closing has not occurred by February 28, 2009.
Technology Transfer
Agreement for 68-50nm Process Nodes
Micron
entered into a Technology Transfer Agreement with Inotera, which provides for
the transfer by Micron to Inotera of certain technology and deliverables
developed by Micron relating to 68nm and 50nm process nodes for use in the
manufacture of stack DRAM products. The Technology Transfer Agreement
will take effect as of the date of the Second Closing. In the event
the Second Closing does not occur, the agreement will not take effect and
neither party will have any rights or obligations thereunder. If the
Agreement becomes effective, the term of the Agreement will terminate
automatically if Inotera is dissolved or otherwise ceases to exist, or, at the
option of Micron, if Inotera materially breaches the agreement and such breach
remains uncured for a specified period of time after notice of breach from
Micron.
In
addition, Micron has entered into certain technology license agreements with
Qimonda, Infineon Technologies AG and Inotera, respectively, which enable Micron
to make and sell DRAM products using technology currently utilized by Inotera in
the manufacture of DRAM products for Qimonda and Nanya.
This
Current Report on Form 8-K contains forward-looking statements within the
meaning of the Securities Act of 1933, as amended, and the Securities Exchange
Act of 1934, as amended, and is subject to the safe harbors created therein.
These statements include, but are not limited to, those regarding the prospects
and timing associated with the consummation of the Transaction and operation of
Inotera following the Transaction. These statements are subject to
risks and uncertainties that could cause actual results and events to differ
materially from those expressed in the forward-looking statements. These risks
and uncertainties include, among others, the risk that the Transaction is not
consummated, including the risk that required regulatory approvals for the
Transaction may not be obtained; diversion of management’s attention away from
other business concerns; the risks associated with the development, generally,
of the company’s overall strategic objectives following the Transaction; the
existence of unanticipated technical, commercial or other setbacks related to
Inotera’s products and services; difficulties associated with the transfer and
implementation of technology to Inotera; the timing and execution of the
manufacturing ramp and the manufacturing yields at Inotera; disruptions in
Inotera’s supply of necessary equipment, raw materials, utilities or other
infrastructure; the ability of Micron and Nanya and their subsidiaries to
integrate the management and operations of Inotera in a cost efficient manner;
and the other risks set forth in Micron’s most recent Annual Reports on Form
10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange
Commission. 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. We are
under no duty to update any of the forward-looking statements after the date of
this report to conform to actual results.
On
October 12, 2008, Micron issued a press release announcing the execution of the
Purchase Agreement. A copy of the press release is furnished hereto
as Exhibit 99.1 and incorporated herein by reference in its
entirety.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits.
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The
following exhibit is furnished
herewith:
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Exhibit No.
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Description
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99.1
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Press
Release issued October 12,
2008.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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MICRON
TECHNOLOGY, INC.
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Date:
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October
13, 2008
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By:
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/s/
Ronald C. Foster
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Name:
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Ronald
C. Foster
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Title:
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Chief
Financial Officer and
Vice
President of Finance
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INDEX
TO EXHIBITS FILED WITH
THE
CURRENT REPORT ON FORM 8-K DATED OCTOBER 11, 2008
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Exhibit
No.
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Description
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99.1
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Press
Release issued October 12, 2008.
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