SanDisk and msystems today entered into definitive agreements for SanDisk to acquire msystems in an all stock transaction.
This combination joins together two flash memory pioneers with complementary products,
customers and channels.
?SanDisk and msystems, over the past 18 years, have been leading innovators in the flash
storage market. This strategic acquisition will give us the critical mass and
complementary products, customers, channels, technology and manufacturing base to take
our shared vision to the next level. The NAND flash data storage business is in its
early stages and we believe the market opportunity is largely untapped,? said Eli
Harari, Chairman and CEO of SanDisk. ?msystems is a leader in flash memory systems
addressing mobile, portable and embedded markets and they have a strong team,
significant IP and important OEM customers. SanDisk has a record of creating new market
categories, world-class manufacturing capabilities and leading market share in the
retail channel. In the near term, this transaction better positions SanDisk to serve the
expanding storage needs of handset manufacturers and mobile network operators. In the
long term, the combination with msystems will be a catalyst in the development of next
generation flash enabled consumer applications. We are extremely excited about joining
forces with the msystems team to achieve our shared vision. We are committed to serving
msystems? OEM customers after the transaction closes.?
In the transaction, each msystems ordinary share will be converted into 0.76368 of a
share of SanDisk common stock, representing a 26% premium over the average closing price
of msystems? shares for the last thirty trading days. The closing of the transaction is
subject to conditions, including, among others, Israeli court approval, regulatory
approval and msystems shareholder approval. The transaction is expected to close in the
fourth quarter of 2006.
In addition, msystems intends to release its second quarter 2006 financial results on
Monday, August 7, 2006 during pre-market hours.