Friday, June 16, 2006

Lexar Media, Inc. Stockholders Approve Merger with Micron Technology Inc.

At a special meeting of stockholders held today (6/16/06), Lexar stockholders approved the adoption of the amended merger agreement with Micron Technology, Inc. The transaction was approved by more than 50% of the shares outstanding and more than 70% of the shares voting on the proposal.

Under the merger agreement each outstanding share of Lexar common stock would receive 0.5925 shares of Micron common stock . . .

Eric Stang, Lexar's Chairman, Chief Executive Officer and President stated, "We believe that our merger with Micron is the best option for our stockholders, our employees and the future of Lexar."
Any Donkey wonders how many shareholder read the fine print and of those that did, have any real understanding of the exposure? (Page 31.)

An adverse determination that Micron's products or manufacturing processes infringe the intellectual property rights of others could materially adversely affect Micron's business, results of operations or financial condition. . .

As is typical in the semiconductor and other high technology industries, from time to time, others have asserted, and may in the future assert, that Micron's products or manufacturing processes infringe their intellectual property rights. In this regard, Micron is engaged in litigation with Rambus, Inc., or Rambus, relating to certain of Rambus' patents and certain of Micron's claims and defenses. . .

Among other things, the above lawsuits pertain to certain of Micron's SDRAM, DDR SDRAM, and DDR2 SDRAM products, which account for a significant portion of Micron's net sales. A court determination that Micron's products or manufacturing processes infringe the intellectual property rights of others could result in significant liability and/or require Micron to make material changes to its products and/or manufacturing processes. Micron is unable to predict the outcome of assertions of infringement made against it. Any of the foregoing could have a material adverse effect on Micron's business, results of operations or financial condition. . .

On May 5, 2004, Rambus filed a complaint in the Superior Court of the State of California (San Francisco County) against Micron and other DRAM suppliers. The complaint alleges various causes of action under California state law including conspiracy to restrict output and fix prices on Rambus DRAM, or RDRAM, and unfair competition. . . . complaints seek treble damages, punitive damages, attorneys' fees, costs, and a permanent injunction enjoining the defendants from the conduct alleged in the complaints. Micron is unable to predict the outcome of the suit. A court determination against Micron could result in significant liability and could have a material adverse effect on its business, results of operations or financial condition.

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