In consideration of the direction of long-term development, and to consolidate resources and increase operational efficiency, the Company's Board of Directors has resolved to enter into a binding “Framework Agreement" with MST to proceed with a share swap transaction with MST, under which MST will use a per Company common share equity price of NT$30 to acquire all of the issued and outstanding common shares of the Company (the “Share Swap”), thereby making the Company a 100% wholly-owned subsidiary of MST.

The related transaction terms and implementation details are to be determined in accordance with the principals prescribed in the framework agreement. The definitive share swap agreement shall further be submitted, in accordance to relevant law and regulations, to the Company’s Audit Committee, Board of Directors and shareholders for approval.

The Company’s Audit Committee and Board of Directors, when approving the framework agreement, had separately engaged certified public accountants to issue opinions evaluating the fair value of the Company’s common shares and the reasonableness of the Share Swap consideration. Such opinions have been approved by the Company’s Audit Committee and Board of Directors.

A definitive agreement with MST to proceed with the Share Swap is subject to Inotera's Board of Directors’ final approval. Once the agreement is approved, the Company will convene a shareholders' meeting in accordance with relevant laws and regulations to discuss the Share Swap and make relevant public announcements.

The completion of the Share Swap is subject to certain condition precedents, including but not limited to the approval by Inotera’s shareholders’ meeting, approvals by the Investment Commission and Fair Trade Commission, or other regulatory authorities, an obtainment of financing for the Share Swap.

And the completion of Nanya Technology Corp’s subscription of the private placement shares issued by Micron Technology, Inc. (unless Micron decides otherwise), and as such, it is estimated the Share Swap will be completed in the second or third quarter of 2016.