Micron Technology acquired substantially all of Texas Instruments' memory operations for approximately 28.9 million shares of Micron stock, $740 million in convertible notes, and $210 million in subordinated notes. The acquisition included TI's wafer fabrication facilities in Italy and Singapore and its closed facility in Texas. Micron also acquired TI's interests in two memory joint ventures. Financial statements and pro forma financial information related to the acquisition will be filed within 60 days as required.
Turin Startup Ecosystem 2024 - Ricerca sulle Startup e il Sistema dell'Innov...Quotidiano Piemontese
Turin Startup Ecosystem 2024
Una ricerca de il Club degli Investitori, in collaborazione con ToTeM Torino Tech Map e con il supporto della ESCP Business School e di Growth Capital
2. Elemental Economics - Mineral demand.pdfNeal Brewster
After this second you should be able to: Explain the main determinants of demand for any mineral product, and their relative importance; recognise and explain how demand for any product is likely to change with economic activity; recognise and explain the roles of technology and relative prices in influencing demand; be able to explain the differences between the rates of growth of demand for different products.
Understanding how timely GST payments influence a lender's decision to approve loans, this topic explores the correlation between GST compliance and creditworthiness. It highlights how consistent GST payments can enhance a business's financial credibility, potentially leading to higher chances of loan approval.
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BYD SWOT Analysis and In-Depth Insights 2024.pptxmikemetalprod
Indepth analysis of the BYD 2024
BYD (Build Your Dreams) is a Chinese automaker and battery manufacturer that has snowballed over the past two decades to become a significant player in electric vehicles and global clean energy technology.
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Founded in 1995 and headquartered in Shenzhen, BYD started as a battery company before expanding into automobiles in the early 2000s.
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Today, BYD is the world’s largest electric vehicle manufacturer, delivering over 1.2 million electric cars globally. The company also produces electric buses, trucks, forklifts, and rail transit.
On the energy side, BYD is a major supplier of rechargeable batteries for cell phones, laptops, electric vehicles, and energy storage systems.
BONKMILLON Unleashes Its Bonkers Potential on Solana.pdfcoingabbar
Introducing BONKMILLON - The Most Bonkers Meme Coin Yet
Let's be real for a second – the world of meme coins can feel like a bit of a circus at times. Every other day, there's a new token promising to take you "to the moon" or offering some groundbreaking utility that'll change the game forever. But how many of them actually deliver on that hype?
Lecture slide titled Fraud Risk Mitigation, Webinar Lecture Delivered at the Society for West African Internal Audit Practitioners (SWAIAP) on Wednesday, November 8, 2023.
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Seminar: Gender Board Diversity through Ownership NetworksGRAPE
Seminar on gender diversity spillovers through ownership networks at FAME|GRAPE. Presenting novel research. Studies in economics and management using econometrics methods.
1. 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
September 30, 1998
Date of Report (Date of earliest event reported)
MICRON TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 001-10658 75-1618004
------------------------------------------- ---------------------- ----------------------------------
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
8000 SOUTH FEDERAL WAY
BOISE, IDAHO 83716-9632
(Address of principal executive offices)
(208) 368-4000
(Registrant's telephone number, including area code)
2. Item 2. Acquisition or Disposition of Assets
On September 30, 1998, Micron Technology, Inc. (“the Company” or “Micron”) completed its acquisition (the
“Acquisition”) of substantially all of the memory operations of Texas Instruments Inc. (“TI”) pursuant to an
Acquisition Agreement, dated as of June 18, 1998, as amended (the “Agreement”). As consideration in the
Acquisition, TI received approximately 28.9 million shares of Micron Common Stock, $740 million principal
amount of convertible subordinated notes (the “Convertible Notes”) and $210 million principal amount of
subordinated notes (the “Subordinated Notes”). In addition, as part of the Acquisition, the Company received $550
million in cash and TI and the Company entered into a ten-year royalty-free patent cross license, that commences on
January 1, 1999. The Agreement provides for cash adjustments to ensure that current assets minus the sum of
current and noncurrent assumed liabilities of the acquired operations is $150 million as of September 30, 1998.
The Micron Common Stock and Convertible Notes issued in the transaction have not been registered under the
Securities Act of 1933, as amended, and are therefore subject to certain restrictions on resale. The Company and TI
entered into a Securities Rights and Restrictions Agreement as part of the transaction which provides TI with certain
registration rights and places certain restrictions on TI’s voting rights and other activities with respect to shares of
MTI Common Stock. TI’s registration rights begin six months after closing of the transaction. The Convertible
Notes and the Subordinated Notes issued in the transaction will both bear interest at the rate of 6.5% and have a term
of seven years. The Convertible Notes are convertible into approximately 12.3 million shares of Micron Common
Stock at a conversion price of approximately $60 per share. The Subordinated Notes are subordinated to the
Convertible Notes, the Company’s outstanding 7% Convertible Subordinated Notes due July 1, 2004, and
substantially all the Company’s other indebtedness.
The assets acquired by the Company in the transaction include TI’s: wafer fabrication operations in Avezzano,
Italy; assembly/test operations in Singapore; and wafer fabrication facility in Richardson, Texas (which TI closed in
June 1998). As part of the Acquisition, Micron also acquired TI’s interest in two joint ventures: TECH
Semiconductor Singapore (“TECH”), owned by TI, Canon, Inc., Hewlett-Packard Singapore (Private) Limited, a
subsidiary of Hewlett-Packard Company, and EDB Investments Pte. Ltd.; and KTI Semiconductor (“KTI”) in Japan
owned by TI and Kobe Steel, Ltd. TI had a 29.9% interest in TECH and a 25% interest in KTI and had the
obligation as well as the right to purchase 100% of the production meeting TI specifications of each joint venture.
Similar to TI, with respect to TECH and KTI, Micron has an obligation and right to purchase 100% of the
production meeting Micron specifications of each joint venture.
Item 7. Financial Statements and Exhibits
(a) Financial Statements.
As of the date of filing of this Current Report on Form 8-K, it is impracticable for the Registrant to provide the
financial statements required by this Item 7(a). In accordance with Item 7(a)(4) of Form 8-K, such financial
statements shall be filed by amendment to this Form 8-K no later than 60 days after October 15, 1998.
(b) Pro Forma Financial Information.
As of the date of filing of this Current Report on Form 8-K, it is impracticable for the Registrant to provide the pro
forma financial information required by this Item 7(b). In accordance with Item 7(b) of Form 8-K, such financial
statements shall be filed by amendment to this Form 8-K no later than 60 days after October 15, 1998.
(c) Exhibits
2.2 Second Amendment to Acquisition Agreement dated as of September 30, 1998 between Micron
Technology, Inc. and Texas Instruments Incorporated.
10.125 Second Supplemental Trust Indenture, dated as of September 30, 1998 between Micron
Technology, Inc. and Norwest Bank Minnesota, National Association Trustee, relating to the
issuance of 6½% Convertible Subordinated Notes due October 2, 2003 (the “Notes”) (including
the form of Note).
10.126 Subordinated Promissory Note, dated September 30, 1998, issued by Micron Technology, Inc. in
the name of Texas Instruments Incorporated in the amount of $210,000,000.
1
3. 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.
MICRON TECHNOLOGY, INC.
Date: October 14, 1998 /s/ Wilbur G. Stover, Jr.
Wilbur G. Stover, Jr.
Vice President of Finance and
Chief Financial Officer
2