The three company continue to work to satisfy the conditions to closing for the transaction, and expect the closing to take place in first quarter of 2008.

ST announced that the parties have received executed bank commitments for the financing of Numonyx, ''following the significant turmoil in the debt capital markets.''

When the venture was announced in May, the parties arranged for the new company to receive firm commitments for a $1.3 billion term loan and $250 million revolver.

The revised financing terms involve a senior loan of up to $650 million, and a $100 million committed revolving credit facility for Numonyx. As anticipated, at closing Francisco Partners will invest $150 million in exchange for a 6.3 percent shareholding.

In exchange for its contribution of its flash memory business, ST will receive 48.6 percent of Numonyx's shares and $364 million through a combination of cash in the range from low double digits to $130 million and long-term subordinated interest-bearing notes.