Micron Launches $450 Million Offering of Common Stock and Convertible Senior Notes

Tue Apr 7, 2009 4:27pm EDT

* Reuters is not responsible for the content in this press release.

BOISE, Idaho--(Business Wire)--
Micron Technology, Inc., (NYSE: MU) today announced that it intends to offer,
subject to market and other considerations, common stock and convertible senior
notes for total aggregate gross proceeds of approximately $450 million. 

Micron intends to offer, subject to market and other conditions, 55,300,000
shares of common stock in an underwritten registered public offering. In
connection with this offering, Micron intends to grant the underwriters an
over-allotment option with respect to an additional 8,295,000 shares of common
stock. Based on the closing price of Micron`s common stock on the New York Stock
Exchange on April 6, 2009, the offering (without giving effect to any exercise
of the over-allotment option) is expected to result in aggregate gross proceeds
of approximately $250 million. 

Micron also intends to offer, subject to market and other conditions, $200
million aggregate principal amount of convertible senior notes due October 15,
2013 in a concurrent underwritten registered public offering. In connection with
this offering, Micron intends to grant the underwriters an over-allotment option
with respect to an additional $30 million aggregate principal amount of
convertible senior notes. The convertible senior notes will be convertible into
shares of Micron common stock. The interest rate, conversion price and other
terms of the convertible senior notes will be determined by negotiations between
Micron and the underwriters. 

Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. are acting as joint
book-running managers for the offerings and Deutsche Bank Securities Inc. is
acting as co-manager of the offerings. 

In connection with the offering of the convertible senior notes, Micron plans to
enter into capped call transactions with one or more counterparties, which will
include some of the underwriters and/or their affiliates. The capped call
transactions are intended to reduce the potential dilution upon conversion of
the convertible senior notes. The capped call transactions are expected to have
a capprice of approximately 60%higher than the sale price of Micron`s common
stock in the common stock offering. 

In connection with establishing their initial hedge of the capped call
transactions, Micron expects that the counterparties will enter into various
over-the-counter derivative transactions with respect to Micron`s common stock
concurrently with, or shortly after, the pricing of the convertible senior notes
and may unwind or enter into various over-the-counter derivatives and/or
purchase Micron`s common stock in secondary market transactions following the
pricing of the convertible senior notes. These activities could have the effect
of increasing or preventing a decline in the price of Micron`s common stock
concurrently with or following the pricing of the convertible senior notes. In
addition, the counterparties may modify or unwind their hedge positions by
entering into or unwinding various derivative transactions and/or purchasing or
selling Micron`s common stock in secondary market transactions prior to maturity
of the convertible senior notes (and are likely to do so on each exercise date
of the capped call transactions). 

Micron intends to use a portion of the net proceeds from these offerings to pay
the cost of the capped call transactions entered into in connection with the
offering of the convertible senior notes. The remaining proceeds from these
offerings will be used for general corporate purposes, including working
capital, capital expenditures, and potential acquisitions and strategic
transactions. If the underwriters exercise their over-allotment option with
respect to the convertible senior notes, Micron intends to use a portion of the
proceeds therefrom to enter into additional capped call transactions and for
general corporate purposes. 

The closing of each offering is not contingent on the closing of the other. 

Micron has filed a registration statement (including a separate preliminary
prospectus supplement for each of the common stock and convertible senior notes
offerings) with the SEC for the offerings to which this communication relates.
Before you invest, you should read the applicable preliminary prospectus
supplement included in that registration statement and other documents Micron
has filed with the SEC for more complete information about Micron and these
offerings. You may get these documents for free by visiting IDEA on the SEC
website at www.sec.gov. Alternatively, either preliminary prospectus supplement
may be obtained from Morgan Stanley & Co. Incorporated, Attn: Prospectus
Department, 180 Varick Street 2/F, New York, NY 10014, call toll-free
1-866-718-1649, or email prospectus@morganstanley.com; from Goldman, Sachs &
Co., Attn: Prospectus Department, 85 Broad Street, New York, NY 10004, call
toll-free 1-866-471-2526, or fax 212-902-9316, or email
prospectus-ny@ny.email.gs.com; or from Deutsche Bank Securities Inc., Attn:
Prospectus Department, 100 Plaza One, Jersey City, New Jersey 07311, telephone:
(800) 503-4611, email: prospectusrequest@list.db.com. 

This announcement is neither an offer to sell nor a solicitation of an offer to
buy the securities described herein, nor shall there be any sale of these
securities in any jurisdiction in which such an offer, solicitation or sale
would be unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction. The offering of these securities will
be made only by means of prospectus supplements and the related prospectuses.
The securities being offered have not been approved or disapproved by any
regulatory authority, nor has any such authority passed upon the accuracy or
adequacy of the registration statement, the prospectus contained therein or the
prospectus supplements. 

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 DRAM, 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 under the MU symbol. 

This press release contains forward-looking statements related to the proposed
public offering of common stock, convertible senior notes and capped call
transactions. Actual events or results may differ materially from those
contained in the forward-looking statements. Please refer to the registration
statement on Form S-3 filed by Micron today with the SEC and the prospectus and
prospectus supplements included or incorporated by reference therein, as well as
the other documents Micron files on a consolidated basis from time to time with
the SEC, 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 Micron`s forward-looking statements. Although Micron believes that
the expectations reflected in the forward-looking statements are reasonable,
Micron cannot guarantee future results, levels of activity, performance or
achievements. Micron is under no duty to update any of the forward-looking
statements after the date of this press release to conform to actual results.



Micron Technology, Inc.
Jill Thompson
Media Relations
208-368-5749
jtthompson@micron.com
or
Ivan Donaldson
Investor Relations
208-368-4465
idonaldson@micron.com

Copyright Business Wire 2009

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