SanDisk Announces Expiration of HSR Waiting Period for Proposed Acquisition of Fusion-io
July 16 2014 - 8:00AM
Business Wire
Transaction on Track to Close in the Third
Quarter of SanDisk’s Fiscal 2014
SanDisk Corporation (NASDAQ: SNDK), a global leader in flash
storage solutions, today announced that the waiting period for U.S.
antitrust review under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended (“HSR”), relating to SanDisk’s proposed
acquisition of Fusion-io, Inc. (NYSE: FIO), expired at 11:59 P.M.,
Eastern time, on Tuesday, July 15, 2014. In addition, SanDisk and
Fusion-io have determined that no pre-merger notifications are
required to be filed in the Federal Republic of Germany with
respect to the proposed acquisition.
As previously announced on June 16, 2014, SanDisk has entered
into a definitive agreement to acquire Fusion-io in an all-cash
transaction valued at approximately $1.1 billion, net of cash
assumed. Under the terms of the agreement, SanDisk commenced a
tender offer on June 24, 2014 for all outstanding shares of
Fusion-io for $11.25 per share in cash. The expiration of the HSR
waiting period, together with the determination that no pre-merger
notifications are required to be filed in the Federal Republic of
Germany, satisfies one of the conditions to close the tender offer.
Other conditions remain to be satisfied, including the valid tender
of at least a majority of outstanding Fusion-io shares.
The tender offer is scheduled to expire at 12:00 midnight, New
York City time, at the end of the day on Tuesday, July 22, 2014,
unless the tender offer is extended or terminated earlier.
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 is a
trademark 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 closing of the tender offer and
related transactions 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; the Fusion-io
acquisition may not be consummated due to the failure to satisfy
the various conditions to closing; 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 filed by SanDisk and the
solicitation/recommendation statement 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 and Flight
Merger Sub, Inc., a Delaware corporation (“Purchaser”) and wholly
owned subsidiary of SanDisk, have filed a tender offer statement on
Schedule TO with the SEC containing an offer to purchase all of the
outstanding shares of common stock of Fusion-io, Inc. for $11.25
per share in cash. SanDisk and Purchaser have mailed to Fusion-io
stockholders the offer to purchase, forms of letter of transmittal
and related documents filed as exhibits to the Schedule TO.
Fusion-io has filed with the SEC, and has mailed to Fusion-io
stockholders, a solicitation/recommendation statement on Schedule
14D-9 with respect to the tender offer. The tender offer is being
made solely by means of the offer to purchase, the letter of
transmittal and related documents, which contain the full terms and
conditions of the tender offer. INVESTORS AND SECURITY HOLDERS
OF FUSION-IO ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH
THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE
DOCUMENTS, CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION. Investors and security holders may
obtain free copies of these documents and other documents filed
with the SEC by SanDisk and Purchaser through the website
maintained by the SEC at http://www.sec.gov.
SanDisk CorporationMedia Contact:Michael Diamond,
408-801-1108Michael.diamond@sandisk.comInvestor Contacts:Jay
Iyer, 408-801-2067jay.iyer@sandisk.comBrendan Lahiff,
408-801-1732brendan.lahiff@sandisk.com
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