SanDisk Signs Definitive Agreement to Acquire Fusion-io
16 June 2014 - 9:46PM
Business Wire
Leader in Application Acceleration Flash
Solutions to Boost SanDisk’s Enterprise Growth
SanDisk Corporation (NASDAQ: SNDK), a global leader in flash
storage solutions, today announced a definitive agreement to
acquire Fusion-io (NYSE: FIO), a leading developer of flash-based
PCIe hardware and software solutions that enhance application
performance in enterprise and hyperscale datacenters. The
acquisition will be an all-cash transaction valued at approximately
$1.1 billion, net of cash assumed.
“Fusion-io will accelerate our efforts to enable the
flash-transformed data center, helping companies better manage
increasingly heavy data workloads at a lower total cost of
ownership,” said Sanjay Mehrotra, SanDisk president and CEO.
“Customers will benefit from the addition of Fusion-io’s leading
PCIe solutions to SanDisk’s vertically integrated business model.
We look forward to working with the world-class engineering and
go-to-market teams from Fusion-io to provide high-value solutions
to customers around the world.”
Under the terms of the agreement, SanDisk will commence a tender
offer for all outstanding shares of Fusion-io for $11.25 per share
in cash. SanDisk will fund the acquisition with cash available on
its balance sheet. The transaction, which has been approved by the
boards of directors of both companies, is subject to customary
closing conditions, including clearance from relevant regulatory
authorities and the completion of the tender offer. It is expected
that the transaction will close in the third quarter of SanDisk’s
fiscal 2014 and be accretive to non-GAAP earnings in the second
half of SanDisk’s fiscal 2015.
“This transaction represents a compelling opportunity for
Fusion-io’s employees, customers and shareholders,” said Shane
Robison, chairman and CEO of Fusion-io. “Fusion-io’s innovative
hardware and software solutions will be augmented by SanDisk’s
worldwide scale and vertical integration, enabling a combined
company that can offer an even more compelling value proposition
for customers and partners.”
Goldman, Sachs & Co. acted as financial advisor and Skadden,
Arps, Slate, Meagher & Flom LLP acted as legal advisor to
SanDisk. Qatalyst Partners acted as financial advisor and Wilson
Sonsini Goodrich & Rosati acted as legal advisor to
Fusion-io.
CONFERENCE CALL
SanDisk will host a conference call today, June 16, 2014 at 5:30
a.m., PDT, to discuss the acquisition. The conference call will be
webcast and can be accessed live at SanDisk’s website at
www.sandisk.com/IR. To participate in the call via telephone, the
dial-in number is 913-312-1450 and the dial-in password is
7166112.
ABOUT SANDISK
SanDisk Corporation (NASDAQ: SNDK), a Fortune 500 and S&P
500 company, is a global leader in flash storage solutions. For
more than 25 years, SanDisk has expanded the possibilities of
storage, providing trusted and innovative products that have
transformed the electronics industry. Today, SanDisk’s quality,
state-of-the-art solutions are at the heart of many of the world's
largest data centers, and embedded in advanced smart phones,
tablets and PCs. SanDisk’s consumer products are available at
hundreds of thousands of retail stores worldwide. For more
information, visit www.sandisk.com.
ABOUT FUSION-IO
Fusion-io accelerates the data-intensive applications that
enrich our lives. As the industry leader, we provide the most
advanced portfolio of flash memory products for small businesses to
the world's largest data centers. More than 7,000 customers in over
80 countries look to our solutions to increase performance, speed
and reliability while reducing latency, inefficiencies and cost.
Along the way, Fusion-io is redefining the datacenter—all flash—to
handle today's most complex big data applications. More information
about Fusion-io (NYSE: FIO) is available at www.fusionio.com.
© 2014 SanDisk Corporation. All rights reserved. SanDisk and the
SanDisk logo are trademarks of SanDisk Corporation, registered in
the United States and other countries. Other brand names mentioned
herein are for identification purposes only and may be the
trademarks of their respective holder(s).
This news release contains certain forward-looking statements,
including those relating to the commencement and closing of the
tender offer and related transactions, the expected benefits,
synergies and cost savings of SanDisk’s acquisition of Fusion-io,
Inc., the growth of the enterprise storage market and SanDisk’s
business in this space, the growth of SanDisk’s product portfolio,
when SanDisk expects the acquisition to be accretive, and the
expected timing of the closing of the acquisition, which are based
on current expectations and involve numerous risks and
uncertainties that may cause these forward-looking statements to be
inaccurate.
Risks that may cause these forward-looking statements to be
inaccurate include among others:
- SanDisk may not receive sufficient
tender of shares from Fusion-io’s stockholders to close the tender
offer;
- SanDisk may not be able to effectively
assimilate and integrate Fusion-io operations, personnel,
technologies, products and information systems;
- SanDisk may experience delays in the
timing and successful integration of Fusion-io and, accordingly,
SanDisk may not achieve the expected benefits from the acquisition
in a timely manner or at all;
- SanDisk may not be able to realize the
expected cost savings or other synergies from the acquisition as
expected, in a timely manner or at all;
- SanDisk may not be able to maintain and
grow or maintain the customer relationships required to achieve its
anticipated revenue and margins;
- Fusion-io’s products or technologies
may not perform as expected or could fail to meet customer
qualification requirements;
- the enterprise storage space may not
grow as expected;
- Fusion-io’s key personnel may decide
not to work for SanDisk for a long period after the acquisition, or
at all;
- the integration of Fusion-io’s
business, personnel and operations may disrupt SanDisk’s ongoing
business, distract its management and employees, harm its
reputation and increase its expenses;
- the announcement and pendency of the
acquisition may make it more difficult to establish or maintain
relationships with employees, customers, suppliers or other
business partners of SanDisk or Fusion-io;
- SanDisk may incur one-time charges,
increased contingent liabilities, adverse tax consequences,
depreciation or deferred compensation charges, amortization of
intangible assets or impairment of goodwill, which could harm its
results of operations;
- the Fusion-io acquisition may not be
consummated due to the failure to satisfy the various conditions to
closing, including the need for regulatory clearance; and
- the other risks detailed from
time-to-time under the caption “Risk Factors” and elsewhere in
SanDisk’s U.S. Securities and Exchange Commission (“SEC”) filings
and reports, including, but not limited to, its Quarterly Report on
Form 10-Q for the quarter ended March 30, 2014 and its Annual
Report on Form 10-K for the fiscal year ended December 29, 2013, as
well as the tender offer documents to be filed by SanDisk and the
solicitation/recommendation statement to be filed by Fusion-io in
connection with the tender offer.
Additional Information
This communication does not constitute an offer to buy or a
solicitation of an offer to sell any securities. SanDisk has not
yet commenced the tender offer for the shares of Fusion-io, Inc. at
this time. Upon commencement of the tender offer, SanDisk will file
with the SEC a tender offer statement on Schedule TO and related
exhibits (including the offer to purchase, the letter of
transmittal and other related documents), and Fusion-io will file
with the SEC a solicitation/recommendation statement on Schedule
14D-9 with respect to the tender offer. Any definitive tender offer
documents will be mailed to the stockholders of Fusion-io.
INVESTORS AND SECURITY HOLDERS OF FUSION-IO ARE STRONGLY URGED
TO READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors
and security holders will be able to obtain free copies of these
documents (if and when available) and other documents filed with
the SEC by SanDisk through the website maintained by the SEC at
http://www.sec.gov.
SanDisk CorporationInvestor Contacts:Jay Iyer,
408-801-2067jay.iyer@sandisk.comBrendan Lahiff,
408-801-1732brendan.lahiff@sandisk.comorMedia
Contact:Michael Diamond,
408-801-1108michael.diamond@sandisk.com
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