Intel, STMicroelectronics Officially Spin Off Flash Memory Business

Intel, STMicroelectronics, and private equity firm Francisco Partners on Monday officially launched a joint multibillion-dollar company that absorbs the tech companies' money-losing businesses for memory devices found in portable media players, smartphones, and other handheld computers.

The semiconductor company Numonyx will include Intel's and STMicroelectronics' flash memory businesses. In return, the companies get a 45.1% and 48.6% stake, respectively. Francisco is paying $150 million cash for a 6.3% piece of Numonyx.

As part of the deal, the new company will receive a $450 million loan from Intesa Sanpaolo S.p.A and Unicredit Banca d'Impresa S.p.A, in addition to $100 million in revolving credit. The loan has a four-year term and Intel and STMicroelectronics have each provided a guarantee of 50% of the indebtedness.

The bank loan is substantially less than what the three partners had expected when the deal was first announced last year. The banks initially offered a $1.3 billion loan and $250 million in revolving credit, but then renegotiated the offer.

While Numonyx was initially set to launch in the second half of last year, the bank negotiations forced the partners to postpone the official opening of the company. While no reasons have been given for the loan reduction, macroeconomic conditions have changed since the plans for Numonyx were first announced last May.

For one, the global credit crunch brought on by the subprime mortgage crisis in the United States has made it more difficult to borrow. In addition, flash memory prices have tanked due to an oversupply. Plummeting prices forced Intel this month to cut its first-quarter gross-margin forecast to 54% from 56%. Flash memory is used in cellular phones, MP3 players, digital cameras, and other high-tech equipment.

Numonyx is expected to generate $3.6 billion in annual revenue, mostly from flash memory products for consumers and industry. The assets included research and development, manufacturing, and sales and marketing from Intel and STMicroelectronics.

Intel said it expects to record in the first quarter an additional non-cash impairment of about $300 million related to the assets transferred to Numonyx and other costs associated with the deal. About 2,500 Intel employees are joining Numonyx as part of the transaction.

STMicroelectronics said it expects to incur an additional one-time non-cash pretax loss of about $150 million in the first quarter. Also, as a result of the transaction closing on the last day of the quarter, the company delayed its first-quarter earnings results until April 29.