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SanDisk Completes Acquisition of msystems
MILPITAS, California -- November 19, 2006 -- SanDisk® Corporation (NASDAQ:SNDK - News) today announced the completion of its acquisition of msystems™ Ltd. in an all stock transaction valued at approximately $1.5 billion.
"Today marks the exciting beginning of the new SanDisk as we commence operations with msystems as an integrated team under one company," said Eli Harari, SanDisk Chairman and CEO. "With our great energy and passion and complementary strengths, we expect this industry leading innovative team to transform our markets through leadership products in the coming decade.”
“Joining SanDisk is a great opportunity for our shareholders, employees and partners. It strengthens the foundation for the continued growth of the business we have built together over the past 18 years. We are proud of creating true value and I have no doubt that the joint organization will continue creating innovation, value and success,” said Dov Moran, President and CEO of msystems. “We are pleased that the acquisition of msystems is now complete and I would like to thank our shareholders, employees and partners for their faith and unwavering support throughout this process.”
Details of the Transaction
On July 30, 2006, SanDisk and msystems entered into definitive agreements for SanDisk to acquire msystems in an all stock transaction. In the transaction, each msystems ordinary share will be converted into 0.76368 of a share of SanDisk common stock, and options or other rights in msystems shares will be converted using the same ratio. The convertible note issued by M-Systems Finance Inc. will become convertible into SanDisk common stock, after giving effect to the exchange ratio in the Merger.
Effective with the closing of the transaction, trading in msystems common stock on the NASDAQ stock market will cease. Computershare Investor Services, L.L.C., the exchange agent for the SanDisk/msystems acquisition, will promptly send a transmittal letter to current msystems shareholders with instructions on how to exchange their share certificates for SanDisk common stock certifications and for cash in lieu of fractional shares. msystems shareholders who hold their shares in street name will not receive a letter of transmittal and such shareholder accounts should automatically be credited with their new SanDisk shares.
About SanDisk
SanDisk, the world’s largest supplier of flash memory data storage card products, designs, manufactures and markets industry-standard, solid-state data, digital imaging and audio storage products using its patented, high density flash memory and controller technology. SanDisk is based in Milpitas, CA.
About msystems
msystems has been transforming raw flash into smarter storage solutions since 1989. From embedded flash drives deployed in millions of mobile handsets to U3 USB smart drives designed for leading global brands, msystems creates, develops, manufactures and markets smart personal storage solutions for a myriad of applications targeting high growth markets.
"Today marks the exciting beginning of the new SanDisk as we commence operations with msystems as an integrated team under one company," said Eli Harari, SanDisk Chairman and CEO. "With our great energy and passion and complementary strengths, we expect this industry leading innovative team to transform our markets through leadership products in the coming decade.”
“Joining SanDisk is a great opportunity for our shareholders, employees and partners. It strengthens the foundation for the continued growth of the business we have built together over the past 18 years. We are proud of creating true value and I have no doubt that the joint organization will continue creating innovation, value and success,” said Dov Moran, President and CEO of msystems. “We are pleased that the acquisition of msystems is now complete and I would like to thank our shareholders, employees and partners for their faith and unwavering support throughout this process.”
Details of the Transaction
On July 30, 2006, SanDisk and msystems entered into definitive agreements for SanDisk to acquire msystems in an all stock transaction. In the transaction, each msystems ordinary share will be converted into 0.76368 of a share of SanDisk common stock, and options or other rights in msystems shares will be converted using the same ratio. The convertible note issued by M-Systems Finance Inc. will become convertible into SanDisk common stock, after giving effect to the exchange ratio in the Merger.
Effective with the closing of the transaction, trading in msystems common stock on the NASDAQ stock market will cease. Computershare Investor Services, L.L.C., the exchange agent for the SanDisk/msystems acquisition, will promptly send a transmittal letter to current msystems shareholders with instructions on how to exchange their share certificates for SanDisk common stock certifications and for cash in lieu of fractional shares. msystems shareholders who hold their shares in street name will not receive a letter of transmittal and such shareholder accounts should automatically be credited with their new SanDisk shares.
About SanDisk
SanDisk, the world’s largest supplier of flash memory data storage card products, designs, manufactures and markets industry-standard, solid-state data, digital imaging and audio storage products using its patented, high density flash memory and controller technology. SanDisk is based in Milpitas, CA.
About msystems
msystems has been transforming raw flash into smarter storage solutions since 1989. From embedded flash drives deployed in millions of mobile handsets to U3 USB smart drives designed for leading global brands, msystems creates, develops, manufactures and markets smart personal storage solutions for a myriad of applications targeting high growth markets.
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