Micron and Elpida Announce Clearance of Transaction by Japan Fair Trade Commission

Japanese FTC Let Micron to Buy Elpida

by Anton Shilov
12/24/2012 | 05:36 AM

Micron Technology and Elpida Memory on Monday announced that the Japan Fair Trade Commission has cleared Micron's previously announced acquisition of Elpida. Clearance satisfies one of the conditions necessary for consummation of the transaction. The transaction has also cleared premerger review in the United States, Czech Republic and South Korea.

 

The closing of the transaction remains subject to other conditions, including approval by Elpida creditors, the Tokyo District Court and regulatory approvals in other countries, and is expected to be completed in the first half of calendar 2013. Elpida's proposed reorganization plan was submitted to the Tokyo District Court on August 21, 2012, and the Tokyo District Court's approved the submission of Elpida's proposed reorganization plan to creditors on October 31, 2012.

Under the agreement Elpida and Micron signed earlier this year, the latter will pay creditors of the former ¥200 billion (approximately $2.5 billion) total consideration, of which ¥60 billion (~$750 million) are to be paid in cash at closing, whereas, another ¥140 billion (~$1.75 billion) will be paid in future annual installment payments through 2019 from cash flow generated from Micron’s payment for foundry services provided by Elpida, as a Micron subsidiary.

 Certain creditors of Elpida said that not only $2.5 billion was too low price for Elpida, considering the fact that they will only get about $750 million for the company's equity, whereas 24% share of Rexchip Semiconductor will be acquired by Micron for $334 million, but the annual installment payments are subject to certain conditions and may never be paid.