Micron To Acquire Numonyx For $1.27 Billion, Re-Enter NOR Memory Market

NOR doesn't receive nearly the attention that NAND does in the memory world, but it's just as important for companies in the industry. In many ways, the two technologies are similar, but two main differences set them apart: first, the connections of the individual memory cells are different, and secondly, the interface provided for reading and writing the memory is different (NOR allows random-access for reading, NAND allows only page access). Why's this important? Because Micron, a mainstay in the sector, just announced their intentions to purchase Numonyx, which is a rather pricey way to get back into NOR in a big way.

Numonyx was a major player in the NOR industry, and Micron has been holding their own in pretty much every other sector of the memory market. Just this week, Micron announced that the two companies had signed a "definitive agreement under which Micron has agreed to acquire privately held Numonyx in an all-stock transaction valuing Numonyx at approximately $1.27 billion USD." Yeah, billion with a B. This really makes Micron a huge, huge player in the memory market. With this acquisition, the company can now tout the ability to sell DRAM, NAND and NOR memory. So if you need memory, Micron can provide. Think of it as a one-stop shop.

What's interesting is that Micron has dabbled in NOR before. The company sold the product up until 2006, but abandoned it then presumably due to slack sales. There's a possibility that they think the only real way to win in the NOR market is to simultaneously snap up a rival and also but technology from a company that has proven it has a winning record in the sector. An Objective Analysis report is suggesting that "Numonyx should add roughly $1.5 billion to Micron's revenue stream at today's run rate, increasing the company's share of the semiconductor memory market." The full analysis is posted below.

Late Tuesday Micron announced that the company had signed a definitive agreement to acquire Numonyx in an all-stock transaction.  Micron will issue 140 million shares of the company's common stock, worth approximately $1.27 billion, to Numonyx shareholders Intel, STMicroelectronics, and Francisco Partners.

Micron Re-Enters NOR

The NOR flash market has been a difficult one for nearly all participants.  Leaders Numonyx and Spansion have suffered losses for several years, with Spansion recently turning a profit through a strategy largely focused upon markets for low-density parts used by markets outside of cell handsets, the largest consumer of NOR flash.  Micron itself participated in NOR starting in the late 1990s, but abandoned this effort in 2006.

By acquiring Numonyx, Micron is buying the current leader in the market, a position Numonyx is believed to have held for the past two quarters.  Numonyx should add roughly $1.5 billion to Micron's revenue stream at today's run rate, increasing the company's share of the semiconductor memory market.  Objective Analysis projects for the memory market to explode in 2010, and this is likely to amplify the impact of this acquisition.

What Does Micron Get?

Numonyx is first and foremost a manufacturer of high-density NOR flash.  NOR flash has been a large market, but not a profitable one.  High-density NOR competes against NAND for camera phone designs, and NAND prices have been depressed for the last three years, dragging NOR prices down with them.

The company has strong technology, a good IP portfolio (which may have strings tied back to parents Intel and ST), one production 200mm fab, and a shell built for a 300mm fab in Sicily.

One key difference between Numonyx and both Spansion and Samsung, the other two competitors in the high-density NOR market, is that Numonyx has been ardently pursuing the phase-change memory (PCM) market, which is expected to take off once NOR flash hits its scaling limit.  Interestingly, Numonyx' PCM is licensed from Ovonyx, a company founded by former Micron executive Tyler Lowrey.  With the acquisition Micron will gain significant experience in this technology, for which Numonyx had first revenue shipments in late 2008.

What About Hynix?

It is unclear what this means to the Hynix/Numonyx relationship.  Numonyx was using Hynix as a NAND and DRAM foundry under a deal in which Numonyx provided flash technology to Hynix.  Numonyx also has a 21% stake in a Hynix wafer fab in Wuxi, China.  We will be watching this to see what develops.

Executing a Typical Strategy

Micron has a penchant for acquiring companies at a low point in the market using depressed Micron stock to fund the transaction.  Perhaps the most notable example is the company's acquisition of Texas Instruments' DRAM business in 1998.  Although Intel, STmicroelectronics, and Francisco Partners today will receive $1.27 billion worth of Micron stock at today's prices, this stock is quite likely to increase in value by the end of next year, leading to gains for the parent companies, while allowing Micron to perform the purchase at a relative bargain.  This projection is based on Objective Analysis' projection that DRAM prices will behave in their typical manner, remaining roughly level through the end of 2011, when the next overcapacity should begin.

All in all Objective Analysis anticipates that this will be a good deal for both buyer and sellers.  This is the kind of deal we expected to see more of during the current downturn, a kind of hallmark for Micron.