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Monday, July 31, 2006
 SanDisk To Acquire Msystems
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Message Text: 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.
 
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