In a joint announcement Wednesday, Lexar and Micron - a memory chip-maker expected to more than triple its Utah County work force to 1,800 by early next year - said the SEC had declared its registration statement for the deal to be in effect.
In essence, that means a period of shareholder and regulator review has been completed and posed no barriers to the proposal. The next step is a June 2 vote by Lexar stockholders in Fremont, Calif. Lexar's board has unanimously recommended the deal, though at least one key shareholder remains skeptical.
"It makes a lot of sense for both of us," said Dan Francisco, a Micron spokesman.
"This acquisition will bring together two strong innovators with complementary strengths - Micron's [flash memory] manufacturing ability, and Lexar's flash controller and system design, brand recognition and retail strength," he said.
Micron has been on a roll since its $500 million January deal to join Intel in providing flash memory for Apple's wildly popular line of iPod music and video players.
In partnership with Intel, Micron is poised to take its 12-building Lehi plant out of a decade's worth of virtual mothballs.
Built in the mid-1990s for a work force of thousands, the sprawling plant along Utah County's Traverse Ridge had languished with one building and 500 chip-testers until the Apple deal.
The union with Micron has won especially strong praise from Lexar's chairman, president and CEO, Eric Stang. In addition to lifting his company out of the red, the deal should accelerate sales, he said.
Lexar can become "better positioned to satisfy customer needs," especially in the growing market for mobile communications and computing devices, Stang has said.
Although proponents of the one-for- .5625, Lexar/Micron common stock exchange remain optimistic, there are foes - among them New York billionaire financier Carl Icahn.
Icahn, who with his allies reportedly controls more than 6 percent of Lexar's stock, has campaigned with company stockholders and in regulatory filings to scuttle the deal, which he contends sells Lexar for too little.
That argument may have lost some steam in recent days, however.
Last week, Lexar posted a net first-quarter loss of $36.8 million, or 45 cents per share - nearly four times the $9.6 million and 12 cents per share lost a year ago. Revenues also dropped a precipitous 46 percent to $124.7 million.
And Micron?
The company's most recent quarterly earnings, released three weeks ago, saw profits leap 63 percent, to $193 million, on revenues of $1.23 billion.
Francisco declined to discuss the impact of Icahn's opposition, other than to maintain that both companies remain optimistic about approval.
In Wednesday's trading, Micron stock fell 2 cents, to $16.73 per share, while Lexar shares fetched $9.68, up 13 cents.
The players
l Lexar Media: Based in Fremont, Calif., the 350-employee company had $852.7 million in fiscal 2005 sales, but lost $36.2 million overall. It remains one of the world's leading flash memory retailers, with high-profile accounts with the likes of Wal-Mart, BestBuy and Kodak.
l Micron Technology: Based in Boise, Idaho, the company employs nearly 19,000 in the making of both DRAM memory chips for computers and flash memory. The products are used for a variety of electronic gadgets from digital cameras and PDAs to music and video players. Micron had $4.9 billion in fiscal 2005 sales, and recorded net income of $188 million last year.
l Utah connection: Joining with Intel, Micron formed IM Flash Technologies. It is under that banner that Micron's long, all-but-mothballed chipmaking plant in Lehi is expanding. From a pre-deal work force of 500, the plant is expected to employ almost 2,000 by early next year.
