Welcome!

News Feed Item

SanDisk Completes Acquisition of Fusion-io

SanDisk Corporation (NASDAQ: SNDK), a global leader in flash storage solutions, today announced it has completed the previously announced acquisition of Fusion-io, a leading developer of flash-based PCIe hardware and software solutions that enhance application performance in enterprise and hyperscale datacenters.

“I am delighted to welcome the employees of Fusion-io to SanDisk. The tremendous engineering and go-to-market talent of the Fusion-io team will accelerate our efforts to enable the flash-transformed data center,” said Sanjay Mehrotra, president and chief executive officer of SanDisk. “Together we will offer our customers the broadest set of enterprise flash solutions in the industry.”

Under the terms of the agreement, SanDisk completed the acquisition for $11.25 per share for the outstanding shares of Fusion-io, and assumed unvested, in-the-money equity awards, for a total aggregate value of approximately $1.1 billion, net of cash assumed.

SanDisk’s third quarter financial results will include the results of Fusion-io from July 23, 2014 through September 28, 2014. SanDisk expects to exclusively use non-captive memory for the Fusion-io business for at least the next several quarters.

SanDisk’s GAAP P&L results will be impacted by:

  • Transaction, restructuring and integration costs, which are expected to be incurred over several quarters as integration takes place;
  • Reduction of revenue related to support and maintenance services due to the effects of purchase accounting on Fusion-io’s deferred revenue;
  • Inventory step-up charges related to recording Fusion-io inventory at fair value based on purchase accounting requirements;
  • Charges for the amortization of acquisition-related intangible assets; and
  • Stock compensation for the assumption and new issuance of employee equity incentives.

SanDisk’s non-GAAP P&L results will be impacted by cash-related charges for transaction, restructuring, and integration costs as well as the reduction of support and maintenance revenue due to the effects of purchase accounting. SanDisk expects the acquisition to be dilutive to non-GAAP earnings in the near term primarily due to charges for transaction, restructuring and integration costs, which are expected to be approximately $35 million in the third quarter of 2014 and approximately $15 million in the fourth quarter of 2014, as well as operating losses from Fusion-io partially offset by modest near-term synergies. The acquisition is expected to be accretive to non-GAAP earnings in the second half of 2015.

Details of Tender Offer and Acquisition Completion

The acquisition was effected through a tender offer followed by a merger. The tender offer for Fusion-io’s stock, which was made at $11.25 per share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, expired at 12:00 midnight, New York City time, at the end of the day on July 22, 2014. As of the expiration of the tender offer, a total of 66,901,782 shares, representing approximately 61.02% of Fusion-io’s outstanding common stock, were validly tendered into and not validly withdrawn from the tender offer. In addition, notices of guaranteed delivery were delivered with respect to 6,879,953 shares, representing approximately 6.27% of Fusion-io’s outstanding common stock. All validly tendered shares have been accepted for payment, which will be made in accordance with the terms of the tender offer.

SanDisk and Fusion-io subsequently completed the acquisition by merging a subsidiary of SanDisk with and into Fusion-io, with Fusion-io continuing as the surviving corporation. In the merger, each share of Fusion-io’s common stock issued and outstanding immediately prior to the effective time of the merger, other than shares held by SanDisk, Fusion-io, and Fusion-io’s stockholders who properly perfect their statutory appraisal rights under Delaware law, was canceled and converted into the right to receive the $11.25 per share offer price in cash, without interest thereon and less any applicable withholding taxes.

As a result of the completion of the merger, Fusion-io has become a wholly-owned subsidiary of SanDisk. Fusion-io’s shares ceased trading on the NYSE at the close of market on July 22, 2014, and will no longer be listed.

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.

© 2014 SanDisk Corporation. All rights reserved. SanDisk and the SanDisk logo are trademarks 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 expected strategic benefits and synergies of SanDisk’s acquisition of Fusion-io, the growth of SanDisk’s business in the enterprise storage space, the growth of SanDisk’s product portfolio, SanDisk’s expectations regarding the use of non-captive memory for the Fusion-io business, when SanDisk expects the acquisition to be accretive, the impact of the acquisition on SanDisk’s GAAP and non-GAAP financial results, including expected transaction, restructuring and integration charges, 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 be able to effectively assimilate and integrate Fusion-io operations, personnel, technologies, products and information systems;
  • SanDisk may experience delays in the integration of Fusion-io and, accordingly, SanDisk may not achieve the expected benefits from the acquisition in a timely manner or at all;
  • SanDisk may not be able to realize the expected cost savings or other synergies from the acquisition in a timely manner or at all;
  • SanDisk may experience delays in leveraging or failure to leverage Fusion-io’s go-to-market capabilities to generate revenues for SanDisk’s products;
  • SanDisk may not be able to maintain and grow or maintain the customer relationships required to achieve its anticipated revenue and margins from the acquisition;
  • Fusion-io’s products or technologies may not perform as expected or could fail to meet customer qualification requirements;
  • the enterprise storage space may not grow as expected;
  • Fusion-io’s key personnel may decide not to work for SanDisk for a long period after the acquisition, or at all;
  • the integration of Fusion-io’s business, personnel and operations may disrupt SanDisk’s ongoing business, distract its management and employees, harm its reputation and increase its expenses;
  • the acquisition may make it more difficult to establish or maintain relationships with employees, customers, suppliers or other business partners of SanDisk or Fusion-io;
  • SanDisk may incur one-time charges, increased contingent liabilities, adverse tax consequences, depreciation or deferred compensation charges, amortization of intangible assets or impairment of goodwill, which could harm its results of operations; 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 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.

More Stories By Business Wire

Copyright © 2009 Business Wire. All rights reserved. Republication or redistribution of Business Wire content is expressly prohibited without the prior written consent of Business Wire. Business Wire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

Latest Stories
The IoTs will challenge the status quo of how IT and development organizations operate. Or will it? Certainly the fog layer of IoT requires special insights about data ontology, security and transactional integrity. But the developmental challenges are the same: People, Process and Platform. In his session at @ThingsExpo, Craig Sproule, CEO of Metavine, will demonstrate how to move beyond today's coding paradigm and share the must-have mindsets for removing complexity from the development proc...
Customer experience has become a competitive differentiator for companies, and it’s imperative that brands seamlessly connect the customer journey across all platforms. With the continued explosion of IoT, join us for a look at how to build a winning digital foundation in the connected era – today and in the future. In his session at @ThingsExpo, Chris Nguyen, Group Product Marketing Manager at Adobe, will discuss how to successfully leverage mobile, rapidly deploy content, capture real-time d...
In his session at 18th Cloud Expo, Andrew Cole, Director of Solutions Engineering at Peak 10, will discuss how the newest technology advances are reducing the cost and complexity of traditional business continuity and disaster recovery solutions. Attendees will: Learn why having a full disaster recovery strategy is more important now than ever before Explore the key drivers of a successful disaster recovery solution Achieve measurable operational and business value from a disaster recovery ...
The cloud era has reached the stage where it is no longer a question of whether a company should migrate, but when. Enterprises have embraced the outsourcing of where their various applications are stored and who manages them, saving significant investment along the way. Plus, the cloud has become a defining competitive edge. Companies that fail to successfully adapt risk failure. The media, of course, continues to extol the virtues of the cloud, including how easy it is to get there. Migrating...
SYS-CON Events announced today that Hanu Software will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. Leveraging best-in-class people, processes, and technologies, Hanu provides high-quality, high-value software development and business process outsourcing services to independent software vendors (ISVs) and enterprises.
As organizations shift towards IT-as-a-service models, the need for managing and protecting data residing across physical, virtual, and now cloud environments grows with it. Commvault can ensure protection, access and E-Discovery of your data – whether in a private cloud, a Service Provider delivered public cloud, or a hybrid cloud environment – across the heterogeneous enterprise. In his general session at 18th Cloud Expo, Randy De Meno, Chief Technologist - Windows Products and Microsoft Part...
SYS-CON Events announced today that ContentMX, the marketing technology and services company with a singular mission to increase engagement and drive more conversations for enterprise, channel and SMB technology marketers, has been named “Sponsor & Exhibitor Lounge Sponsor” of SYS-CON's 18th Cloud Expo, which will take place on June 7-9, 2016, at the Javits Center in New York City, New York. “CloudExpo is a great opportunity to start a conversation with new prospects, but what happens after the...
What a difference a year makes. Organizations aren’t just talking about IoT possibilities, it is now baked into their core business strategy. With IoT, billions of devices generating data from different companies on different networks around the globe need to interact. From efficiency to better customer insights to completely new business models, IoT will turn traditional business models upside down. In the new customer-centric age, the key to success is delivering critical services and apps wit...
Join us at Cloud Expo | @ThingsExpo 2016 – June 7-9 at the Javits Center in New York City and November 1-3 at the Santa Clara Convention Center in Santa Clara, CA – and deliver your unique message in a way that is striking and unforgettable by taking advantage of SYS-CON's unmatched high-impact, result-driven event / media packages.
In his keynote at 18th Cloud Expo, Andrew Keys, Co-Founder of ConsenSys Enterprise, will provide an overview of the evolution of the Internet and the Database and the future of their combination – the Blockchain. Andrew Keys is Co-Founder of ConsenSys Enterprise. He comes to ConsenSys Enterprise with capital markets, technology and entrepreneurial experience. Previously, he worked for UBS investment bank in equities analysis. Later, he was responsible for the creation and distribution of life ...
SYS-CON Events announced today that BMC Software has been named "Siver Sponsor" of SYS-CON's 18th Cloud Expo, which will take place on June 7-9, 2015 at the Javits Center in New York, New York. BMC is a global leader in innovative software solutions that help businesses transform into digital enterprises for the ultimate competitive advantage. BMC Digital Enterprise Management is a set of innovative IT solutions designed to make digital business fast, seamless, and optimized from mainframe to mo...
SYS-CON Events announced today that Super Micro Computer, Inc., a global leader in Embedded and IoT solutions, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. Supermicro (NASDAQ: SMCI), the leading innovator in high-performance, high-efficiency server technology, is a premier provider of advanced server Building Block Solutions® for Data Center, Cloud Computing, Enterprise IT, Hadoop/Big Data, HPC and ...
In the rush to compete in the digital age, a successful digital transformation is essential, but many organizations are setting themselves up for failure. There’s a common misconception that the process is just about technology, but it’s not. It’s about your business. It shouldn’t be treated as an isolated IT project; it should be driven by business needs with the committed involvement of a range of stakeholders.
SYS-CON Events announced today that MobiDev will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. MobiDev is a software company that develops and delivers turn-key mobile apps, websites, web services, and complex software systems for startups and enterprises. Since 2009 it has grown from a small group of passionate engineers and business managers to a full-scale mobile software company with over 200 develope...
SoftLayer operates a global cloud infrastructure platform built for Internet scale. With a global footprint of data centers and network points of presence, SoftLayer provides infrastructure as a service to leading-edge customers ranging from Web startups to global enterprises. SoftLayer's modular architecture, full-featured API, and sophisticated automation provide unparalleled performance and control. Its flexible unified platform seamlessly spans physical and virtual devices linked via a world...