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 $4.15 per 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 196.7052 shares 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 $4.15 per 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 $433.9 million, 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.