Lexar Media, Inc. Adjourns Special Meeting of Stockholders to Friday, June 16, 2006 at 2:00 p.m. PDT, as Previously Announced
June 02 2006 - 10:48AM
Business Wire
Lexar Media, Inc. (Nasdaq: LEXR) today announced that it has
adjourned its special meeting of stockholders to Friday, June 16,
2006 at 2:00 p.m. PDT at Lexar's corporate headquarters at 47300
Bayside Parkway, Fremont, California. The record date for
stockholders entitled to vote at the special meeting remains April
28, 2006. Lexar noted that stockholders that have previously voted
may change their vote, but need not vote again. As previously
announced, Micron Technology, Inc. (NYSE: MU) is prepared to
increase the exchange ratio that each outstanding share of Lexar
common stock would receive in the merger from 0.5625 shares of
Micron common stock to 0.5925 shares of Micron common stock,
subject to approval of the boards of directors of Micron and Lexar
and subject to Micron's determination that there is sufficient
Lexar stockholder support for the merger at the revised exchange
ratio. The meeting was adjourned to allow additional time for Lexar
and Micron to agree upon the terms of an amendment to the merger
agreement and, if one is entered into, to provide Lexar
stockholders with additional information related to such amendment
and an opportunity to review such information. Lexar stockholders
are reminded that their vote is important. A failure to vote has
the same effect as a vote against the adoption of the merger
agreement. Any stockholder who has not yet voted is urged to vote
FOR the adoption of the merger agreement. Stockholders may vote
their shares by telephone or by the Internet, and are advised that
if they have any questions or need any assistance in the
last-minute voting of their shares, they should contact Lexar's
proxy solicitor, Innisfree M&A Incorporated, toll-free at
877-456-3427. As previously announced, on April 25, 2006, the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, in connection with Micron's proposed
acquisition of Lexar, expired. Lexar stockholders are encouraged to
read the definitive proxy statement/prospectus related to the
proposed merger with Micron, and any update or amendment thereto,
in its entirety as it provides, among other things, a detailed
discussion of the process that led to the proposed merger and any
amendment to the terms thereof and the reasons behind Lexar's Board
of Directors' unanimous recommendation that Lexar stockholders vote
FOR the adoption of the merger agreement. About Lexar Media, Inc.
Lexar is a leading marketer and manufacturer of NAND flash memory
products including memory cards, USB flash drives, card readers and
ATA controller technology for the digital photography, consumer
electronics, industrial and communications markets. Lexar holds
over 98 issued or allowed controller and system patents, and
licenses its technology to companies including Olympus Corporation,
Samsung Electronics Co., Ltd., SanDisk Corporation and Sony
Corporation. Lexar sells its memory cards worldwide and through an
exclusive agreement, also sells memory cards under the Kodak(R)
brand. Headquartered in Fremont, California, Lexar has operations
in countries around the world. More information is available at
www.lexar.com. Lexar and the Lexar logo are trademarks of Lexar
Media, Inc. All other trademarks are the property of their
respective owners. Cautionary Note Regarding Forward-Looking
Statements This press release contains forward-looking statements
that involve risks and uncertainties concerning Micron's proposed
acquisition of Lexar Media, Inc., including the entry into an
amendment to the merger agreement between Micron and Lexar and the
timing of the special meeting of Lexar stockholders. Actual events
or results may differ materially from those described in this press
release due to a number of risks and uncertainties. The potential
risks and uncertainties include, among others, the possibility that
the merger agreement will not be amended, the transaction will not
close or that the closing may be delayed. In addition, please refer
to the documents that Micron and Lexar file with the Securities and
Exchange Commission on Forms S-4, 10-K, 10-Q and 8-K. The filings
by each of Micron and Lexar identify and address other important
factors that could cause actual results to differ materially from
those contained in the forward-looking statements set forth in this
press release. Micron and Lexar are under no duty to update any of
the forward-looking statements after the date of this press release
to conform to actual results. Additional Information About the
Merger and Where to Find It Micron has filed a registration
statement on Form S-4 (Registration No. 333-132757), as amended,
containing a definitive proxy statement/prospectus and other
relevant materials in connection with the proposed acquisition of
Lexar by Micron. On May 4, 2006, the definitive proxy
statement/prospectus was mailed to Lexar stockholders of record as
of the close of business on April 28, 2006. Investors and security
holders of Lexar are urged to read the definitive proxy
statement/prospectus and the other relevant materials because they
contain important information about Micron, Lexar and the proposed
merger. The definitive proxy statement/ prospectus and other
relevant materials, and any other documents filed by Micron or
Lexar with the SEC, may be obtained free of charge at the SEC's web
site at www.sec.gov. In addition, investors and security holders
may obtain free copies of the documents filed with the SEC by
Micron by contacting Micron Investor Relations, Kipp Bedard, (208)
368-4465. Investors and security holders may obtain free copies of
the documents filed with the SEC by Lexar by contacting Lexar Chief
Financial Officer, Michael Scarpelli, (510) 580-8730. Investors and
security holders of Lexar are urged to read the definitive proxy
statement/prospectus and the other relevant materials before making
any voting or investment decision with respect to the proposed
merger.
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