Micron Technology, 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.
With the acquisition, Micron, the biggest U.S. producer of computer memory, is expected to compete better with Samsung.
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 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.
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.