|By Business Wire||
|July 23, 2014 09:06 AM EDT||
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.
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.
This Enterprise Strategy Group lab validation report of the NEC Express5800/R320 server with Intel® Xeon® processor presents the benefits of 99.999% uptime NEC fault-tolerant servers that lower overall virtualized server total cost of ownership. This report also includes survey data on the significant costs associated with system outages impacting enterprise and web applications. Click Here to Download Report Now!
Sep. 5, 2015 01:00 PM EDT Reads: 401
The Internet of Things is in the early stages of mainstream deployment but it promises to unlock value and rapidly transform how organizations manage, operationalize, and monetize their assets. IoT is a complex structure of hardware, sensors, applications, analytics and devices that need to be able to communicate geographically and across all functions. Once the data is collected from numerous endpoints, the challenge then becomes converting it into actionable insight.
Sep. 5, 2015 01:00 PM EDT Reads: 181
Even though you are running an agile development process, that doesn’t necessarily mean that your performance testing is being conducted in a truly agile way. Saving performance testing for a “final sprint” before release still treats it like a waterfall development step, with all the cost and risk that comes with that. In this post, we will show you how to make load testing happen early and often by putting SLAs on the agile task board.
Sep. 5, 2015 01:00 PM EDT Reads: 150
Manufacturing connected IoT versions of traditional products requires more than multiple deep technology skills. It also requires a shift in mindset, to realize that connected, sensor-enabled “things” act more like services than what we usually think of as products. In his session at @ThingsExpo, David Friedman, CEO and co-founder of Ayla Networks, will discuss how when sensors start generating detailed real-world data about products and how they’re being used, smart manufacturers can use the ...
Sep. 5, 2015 01:00 PM EDT Reads: 151
Contrary to mainstream media attention, the multiple possibilities of how consumer IoT will transform our everyday lives aren’t the only angle of this headline-gaining trend. There’s a huge opportunity for “industrial IoT” and “Smart Cities” to impact the world in the same capacity – especially during critical situations. For example, a community water dam that needs to release water can leverage embedded critical communications logic to alert the appropriate individuals, on the right device, as...
Sep. 5, 2015 12:45 PM EDT Reads: 211
U.S. companies are desperately trying to recruit and hire skilled software engineers and developers, but there is simply not enough quality talent to go around. Tiempo Development is a nearshore software development company. Our headquarters are in AZ, but we are a pioneer and leader in outsourcing to Mexico, based on our three software development centers there. We have a proven process and we are experts at providing our customers with powerful solutions. We transform ideas into reality.
Sep. 5, 2015 12:45 PM EDT Reads: 596
As more intelligent IoT applications shift into gear, they’re merging into the ever-increasing traffic flow of the Internet. It won’t be long before we experience bottlenecks, as IoT traffic peaks during rush hours. Organizations that are unprepared will find themselves by the side of the road unable to cross back into the fast lane. As billions of new devices begin to communicate and exchange data – will your infrastructure be scalable enough to handle this new interconnected world?
Sep. 5, 2015 12:30 PM EDT Reads: 319
eCube Systems has released NXTmonitor, a full featured application orchestration solution. NXTmonitor, which inherited the code base of NXTminder, has been extended to support multi-discipline processes and will act as a DevOps utility in a heterogeneous enterprise environment. Previously, NXTminder was packaged with NXTera middleware to configure and manage Entera and NXTera RPC servers. “Since we are widening the focus of this solution to DevOps, we felt the need to change the name to NXTmon...
Sep. 5, 2015 12:00 PM EDT Reads: 260
Advances in technology and ubiquitous connectivity have made the utilization of a dispersed workforce more common. Whether that remote team is located across the street or country, management styles/ approaches will have to be adjusted to accommodate this new dynamic. In his session at 17th Cloud Expo, Sagi Brody, Chief Technology Officer at Webair Internet Development Inc., will focus on the challenges of managing remote teams, providing real-world examples that demonstrate what works and what...
Sep. 5, 2015 12:00 PM EDT Reads: 168
17th Cloud Expo, taking place Nov 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA, will feature technical sessions from a rock star conference faculty and the leading industry players in the world. Cloud computing is now being embraced by a majority of enterprises of all sizes. Yesterday's debate about public vs. private has transformed into the reality of hybrid cloud: a recent survey shows that 74% of enterprises have a hybrid cloud strategy. Meanwhile, 94% of enterprises ar...
Sep. 5, 2015 12:00 PM EDT Reads: 1,644
While many app developers are comfortable building apps for the smartphone, there is a whole new world out there. In his session at @ThingsExpo, Narayan Sainaney, Co-founder and CTO of Mojio, will discuss how the business case for connected car apps is growing and, with open platform companies having already done the heavy lifting, there really is no barrier to entry.
Sep. 5, 2015 11:45 AM EDT Reads: 260
SYS-CON Events announced today that the "Second Containers & Microservices Expo" will take place November 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. Containers and microservices have become topics of intense interest throughout the cloud developer and enterprise IT communities.
Sep. 5, 2015 11:45 AM EDT Reads: 690
Moving an existing on-premise infrastructure into the cloud can be a complex and daunting proposition. It is critical to understand the benefits as well as the challenges associated with either a full or hybrid approach. In his session at 17th Cloud Expo, Richard Weiss, Principal Consultant at Pythian, will present a roadmap that can be leveraged by any organization to plan, analyze, evaluate and execute on a cloud migration solution. He will review the five major cloud transformation phases a...
Sep. 5, 2015 11:45 AM EDT Reads: 184
Amazon and Google have built software-defined data centers (SDDCs) that deliver massively scalable services with great efficiency. Yet, building SDDCs has proven to be a near impossibility for ‘normal’ companies without hyper-scale resources. In his session at 17th Cloud Expo, David Cauthron, founder and chief executive officer of Nimboxx, will discuss the evolution of virtualization (hardware, application, memory, storage) and how commodity / open source hyper converged infrastructure (HCI) so...
Sep. 5, 2015 11:15 AM EDT Reads: 193
SYS-CON Events announced today that G2G3 will exhibit at SYS-CON's @DevOpsSummit Silicon Valley, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. Based on a collective appreciation for user experience, design, and technology, G2G3 is uniquely qualified and motivated to redefine how organizations and people engage in an increasingly digital world.
Sep. 5, 2015 11:00 AM EDT Reads: 594