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Tuesday June 10 9:12 AM EDT
Company Press Release
Micron Electronics, Inc. signs definitive agreement to acquire NetFRAME Systems Incorporated
NAMPA, Idaho--(BUSINESS WIRE)--June 10, 1997--
To Create Industry's First High-End Enterprise Server to
Desktop Solutions Direct Business Model
Micron Electronics, Inc. (Nasdaq:MUEI) and NetFRAME Systems
Incorporated (Nasdaq:NETF) announced today that Micron Electronics
has entered into a definitive agreement to acquire NetFRAME by means
of a cash Tender Offer. An offer will be made to the stockholders of
NetFRAME to acquire all outstanding shares of common stock for $1.00
net to the seller per share in cash. The transaction, which is
subject to certain conditions and approvals, is valued at
approximately $14 million. The agreement has been approved by the
Boards of Directors of both Micron Electronics and NetFRAME.
NetFRAME is a leader in enterprise-class multiprocessor servers.
The merger will create one of the industry's premier suppliers of
standards-based computer systems, including notebooks, desktops,
department and enterprise- class servers. NetFRAME would bring to
Micron Electronics industry standard, enterprise-class servers with
high availability technology, a large installed base of corporate
users, and a highly skilled enterprise sales and marketing
organization.
"Micron Electronics and NetFRAME Systems are an excellent fit in
terms of products and market focus," said Joe Daltoso, Chairman and
CEO of Micron Electronics. "This acquisition would provide Micron
Electronics with immediate entry into the rapidly-growing high-end
enterprise server market with leading edge products. The union of
Micron Electronics and NetFRAME would create the first high-end
enterprise server to desktop solutions direct business model in the
industry. By combining Micron Electronics' expertise in desktop and
notebook PCs and direct access to the consumer and the SOHO markets
with NetFRAME's high-end server technology and corporate focus, we
would be able to provide a single source to meet the computing needs
of our customers."
Over the past 12 months, NetFRAME made the transition from a
proprietary, superserver vendor to an open, standards-based server
company. NetFRAME's Intel-based servers run Microsoft Windows NT and
Novell IntranetWare, and support accepted industry standards,
including I2O and the PCI bus. The company's flagship NF9000 series
offers high availability through advanced redundancy and throughput
features.
Bob Puette, President and CEO of NetFRAME, said, "Combining
NetFRAME's highly available and scalable enterprise servers, Micron
Electronics' cost-effective server line and our sales and marketing
expertise, we believe we can successfully penetrate the server
market, by combining NetFRAME's great technology with Micron
Electronics' financial resources."
NetFRAME Systems Incorporated, founded in 1987, is a leader in
enterprise-class multiprocessor servers offering continuous
availability and scalability while supporting industry standard
software. NetFRAME's servers provide a competitive price/performance
alternative to networked server proliferation and are field
upgradeable as customers' needs grow. NetFRAME ClusterSystems are
sold through resellers and system integrators worldwide. For
information, contact NetFRAME via the World Wide Web at
www.netframe.com , or call 408/ 474-1000.
Micron Electronics, Inc. and its subsidiaries manufacture
electronic products and provide services for a wide range of
computing and digital applications. The Company develops, markets,
manufactures and supports PC systems for consumer, business,
government and educational use. In addition, Micron Custom
Manufacturing Services, Inc., a subsidiary of Micron Electronics,
Inc., provides custom contract manufacturing services to original
equipment manufacturers. SpecTek, a division of Micron Electronics,
Inc., processes and markets reduced specification memory components
under the SpecTek brand name. Micron Electronics, Inc. common stock
trades on the Nasdaq Stock Market under the symbol MUEI. The Company
is majority owned by Micron Technology, Inc. Product information is
available by calling 1-800-776-4518 or via the Company's home page
on the Internet at micronpc.com .
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This press release contains forward looking statements within the
meaning of the federal securities laws. Such forward looking
statements are subject to a number of risks and uncertainties which
would cause actual results to differ materially from those projected.
Such risks and uncertainties include, without limitation, industry
competition, fluctuating market pricing for computer and
semiconductor memory products, fluctuating component costs, changes
in product mix, seasonal cycles common in the PC industry, the timing
of new product introductions by the Company and its competitors,
seasonal government purchasing cycles, inventory obsolescence, the
effect of product reviews and industry awards, critical component
availability, manufacturing and production constraints, and the
timing of orders from and shipments to OEM customers. Additional
risks are detailed in the Company's filings with the Securities and
Exchange Commission, including its report on Form 10-Q for the
quarter ended February 27, 1997 and its prospectus supplement dated
February 12, 1997. The Company may, from time to time, make
additional written and oral forward looking statements, including
statements contained in the Company's filings with the Securities and
Exchange Commission in its report to shareholders. The Company does
not undertake to update any forward looking statement that may be
made from time to time by or on behalf of the Company. Readers
should carefully review the section entitled "Certain Factors" in
the documents the Company files from time to time with the Securities
and Exchange Commission. |
