SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 or 15d-16 OF
THE
SECURITIES EXCHANGE ACT OF 1934
Report
on Form 6-K dated March 31, 2008
STMicroelectronics
N.V.
(Name of
Registrant)
39,
Chemin du Champ-des-Filles
1228
Plan-les-Ouates, Geneva, Switzerland
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.
Form
20-F x Form
40-F o
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7):
Yes o No
x
Indicate
by check mark whether the registrant by furnishing the information contained in
this form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o No
x
If “Yes”
is marked, indicate below the file number assigned to the registrant in
connection with
Rule
12g3-2(b): 82- __________
Enclosure: A
press release dated March 31, 2008, announcing that STMicroelectronics, Intel
and Francisco Partners have closed the Numonyx transaction.
PR No.
C2569C
STMicroelectronics,
Intel And Francisco Partners
Close
Transaction to Create Numonyx
GENEVA, Switzerland,
March 31, 2008 —
STMicroelectronics, together with Intel and Francisco Partners today announced
the closing of their previously announced Numonyx joint
venture.
At the
closing, STMicroelectronics contributed its flash memory assets and businesses
in NOR and NAND, including its Phase Change Memory (PCM) resources and NAND
joint venture interest, to Numonyx in exchange for a 48.6 percent equity
ownership stake and $155.6 million in long-term subordinated notes. These
long-term notes will yield an interest at appropriate market rates.
Intel
contributed its NOR assets and certain assets related to PCM resources, while
Francisco Partners L.P., a private equity firm, invested $150 million in cash.
Intel and Francisco Partners equity ownership interests in Numonyx are 45.1% in
common shares and 6.3% in convertible preferred stock,
respectively.
Also at
the closing, Numonyx entered into financing arrangements for a $450 million term
loan and a $100 million committed revolving credit facility from Intesa Sanpaolo
S.p.A. and Unicredit Banca d’Impresa S.p.A. The loans have a four-year term and
Intel and STMicroelectronics have each granted in favor of Numonyx a
50% guarantee not joint and several, for indebtedness. At close, Numonyx has a
cash position of about $585 million.
Effective
today, ST will report its investment in Numonyx under the equity method of
consolidation, consequently deconsolidating the results of the Flash Memory
Group (FMG) from the Company’s operating income line items.
As a
consequence of the final terms and balance sheet at the closing date, coupled
with changes in valuation for comparable Flash memory companies, ST expects to
incur an additional one-time non-cash pretax loss of approximately $150 million,
to be recognized in the first quarter of
2008.
Finally, as a direct result of closing this transaction on the last date of the
first quarter, ST will now release its 2008 first quarter earnings results on
April 29, 2008.
About
STMicroelectronics
STMicroelectronics
is a global leader in developing and delivering semiconductor solutions across
the spectrum of microelectronics applications. An unrivalled combination of
silicon and system expertise, manufacturing strength, Intellectual Property (IP)
portfolio and strategic partners positions the Company at the forefront of
System-on-Chip (SoC) technology and its products play a key role in enabling
today’s convergence markets. The Company’s shares are traded on the New York
Stock Exchange, on Euronext Paris and on the Milan Stock Exchange. In 2007, the
Company’s net revenues were $10 billion. Further information on ST can be found
at www.st.com.
For further information,
please contact:
INVESTOR
RELATIONS:
Stanley
March
Group
Vice President, Investor Relations
Tel:
+1.212.821.89.39
Fax:
+1.212.821.89.23
stan.march@st.com
MEDIA
RELATIONS:
Maria
Grazia
Prestini
Senior
Director, Corporate Media and Public Relations
STMicroelectronics
Tel: + 41
22 929 6945
mariagrazia.prestini@st.com
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, STMicroelectronics N.V. has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
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STMicroelectronics
N.V. |
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Date:
March 31, 2008
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By:
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/s/ CARLO
FERRO |
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Name: |
Carlo
Ferro |
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Title: |
Executive
Vice President and |
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Chief
Financial Officer |
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