BOISE, Idaho--(Business Wire)--
Micron Technology, Inc., (NYSE:MU) today announced that it has priced its public
offerings of common stock and convertible senior notes. The offerings were made
pursuant to Micron's registration statement and prospectuses filed with the
Securities and Exchange Commission. Total aggregate gross proceeds from the
offerings are approximately $450.0 million, exclusive of any proceeds
attributable to the underwriters` possible exercise of their over-allotment
options described below.
Micron announced that it has agreed to sell 60,240,000 shares of its common
stock at a public offering price of $4.15per share. Micron has also granted the
underwriters an option to purchase up to an additional 9,036,000 shares of
common stock on the same terms and conditions to cover over-allotments, if any.
Micron also announced the pricing of its public offering of $200 million
aggregate principal amount of 4.25 percent convertible senior notes due October
15, 2013. Micron has granted the underwriters an option to purchase up to an
additional $30 million aggregate principal amount of convertible senior notes on
the same terms and conditions to cover over-allotments, if any. Interest on the
convertible senior notes will be paid semi-annually at a rate of 4.25 percent
per year and the convertible senior notes will mature on October 15, 2013,
unless earlier repurchased, redeemed or converted. The convertible senior notes
will be convertible at the holder`s option into shares of Micron common stock at
a conversion rate of 196.7052shares of common stock per $1,000 principal amount
of convertible senior notes, which is equivalent to an initial conversion price
of approximately $5.08 per share of common stock, subject to adjustment in
certain circumstances. This initial conversion price represents a premium of
approximately 22.5 percent relative to the public offering price of Micron`s
common stock of $4.15per share in the common stock offering.
The offerings are expected to close on April 15, 2009, subject to customary
closing conditions. The closing of each offering is not contingent on the
closing of the other.
In connection with the offering of the convertible senior notes, Micron entered
into capped call transactions with counterparties affiliated with some of the
underwriters of the offering. The capped call transactions are expected to
reduce the potential dilution upon conversion of the convertible senior notes.
The capped call transactions have a capped price that is 60 percent higher than
the public offering price of Micron`s common stock in the common stock offering.
In connection with establishing their initial hedge of these 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 after 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).
The total aggregate net proceeds to Micron from the offerings of common stock
and convertible senior notes will be approximately $433.9million, exclusive of
any proceeds attributable to the underwriters` possible exercise of their
over-allotment options. Micron intends to use a portion of the net proceeds from
these offerings to pay the cost of the capped call transactions. Micron
estimates the cost of the capped call transactions to be approximately $21.5
million, exclusive of the cost of additional capped call transactions with
respect to the underwriters` possible exercise of their over-allotment option
with respect to 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.
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.
Micron has filed a registration statement (including a separate 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 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 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 offering
and proceeds of Micron common stock and convertible senior notes, as well as the
capped call transactions. 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 registration statement on From S-3
(File No. 333-158473) and its 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.
Media Relations
Jill Thompson, 208-368-5749
jtthompson@micron.com
or
Investor Relations
Ivan Donaldson, 208-368-4465
idonaldson@micron.com
Copyright Business Wire 2009
