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UPDATE: SanDisk Buying Fusion-io for $11.25/Share in Cash


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.


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 To participate in
the call via telephone, the dial-in number is 913-312-1450 and the dial-in
password is 7166112.

Posted-In: M&A News Press Releases


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